Common use of Compensation in Event of Termination Clause in Contracts

Compensation in Event of Termination. Except as provided in this Section 8, Executive shall not be entitled to any severance or other compensation from the Company after his termination of employment. 8.1. If Executive's employment is terminated by the Company for Cause or by Executive for other than Good Reason, then the Company shall pay Executive any earned but unpaid salary and any accrued but unpaid vacation pay as of the Termination Date and Executive shall not be entitled to any other compensation from the Company. 8.2. If Executive's employment is terminated because of death or permanent disability, then the Company shall pay Executive any accrued but unpaid salary and any accrued but unpaid vacation pay as of the Termination Date and a pro rata amount of Executive's targeted bonus for the year in which Executive dies or becomes permanently disabled, and Executive shall not be entitled to any further compensation from the Company, except that in the case of a disability, Executive shall be entitled to such benefits, if any, payable by the Company to its employees under any disability benefit plan which the Company may have in effect as of the date of any such disability in which Executive is a participant. 8.3. If the Company terminates Executive's employment other than for Cause, death or permanent disability or Executive terminates his employment for Good Reason, at any time other than within three (3) years after a Change in Control, then the Company shall pay to Executive: (i) an amount equal to two (2) times Executive's annual base salary in effect as of the Termination Date; plus (ii) an amount equal to two (2) times the amount of any cash bonus paid to Executive for the year preceding the year in which the Termination Date occurs; plus (iii) the amount of any accrued but unpaid salary as of the Termination Date; plus (iv) a pro rata amount of Executive's targeted bonus for the year in which the Termination Date occurs; plus (v) the amount of any accrued but unpaid vacation pay through the Termination Date. 8.4. If the Company terminates Executive's employment other than for Cause, death or permanent disability or Executive terminates his employment for Good Reason, at any time within 3 years after a Change in Control, then the Company shall pay to Executive: (i) an amount equal to three (3) times the greater of (a) Executive's annual base salary in effect as of the Termination Date or (b) Executive's annual base salary in effect immediately preceding the Change in Control; plus (ii) an amount equal to three (3) times the greater of (a) the amount of any cash bonus payable to Executive for the year in which the Termination Date occurs (provided that if Executive's bonus for such year has not been determined as of the Termination Date, then the amount of the bonus shall be determined as if Executive earned 100% of the targeted bonus for such year) or (b) the amount of any cash bonus paid to Executive for the year immediately preceding the year in which the Change in Control occurs; plus (iii) the amount of any earned but unpaid salary as of the Termination Date; plus (iv) a pro rata amount of Executive's targeted bonus for the year in which the Termination Date occurs; plus (v) the amount of any accrued but unpaid vacation pay through the Termination Date. 8.5. If the Company terminates Executive's employment at any time other than for Cause, death or permanent disability or Executive terminates his employment at any time for Good Reason, then any stock options or restricted stock granted to Executive by the Company as of the Termination Date shall immediately vest and remain exercisable until the later of (i) one (1) year from the Termination Date or (ii) the date on which such options may be exercised pursuant to the employee stock option plan under which they were granted. 8.6. If the Company terminates Executive's employment at any time other than for Cause, death or permanent disability or Executive terminates his employment at any time for Good Reason, then the Company shall continue to maintain and pay the premiums for Executive's medical and life insurance with coverage which is substantially similar to the coverage in effect as of the Termination Date until the earlier of (i) in the case such termination occurs at any time other than within three (3) years after a Change in Control, the second anniversary after the Termination Date, or in the case such termination occurs within three (3) years after a Change in Control, the third anniversary of the Termination Date or (ii) the date Executive becomes employed by another employer and is entitled to substantially similar benefits under such employer's benefit plan. If continued coverage is not permitted under the Company's insurance plans, then the Company will (a) provide Executive with substantially similar insurance through another insurance carrier or (b) reimburse Executive for the full cost of obtaining such insurance. 8.7. All payments to Executive required to be made pursuant to Sections 8.3 and 8.4 shall be paid by the Company within five (5) days after the Termination Date and all payments to Executive required to be made under clause (b) of the last sentence of Section 8.6 shall be paid within five (5) days of Executive's furnishing the Company with evidence of the cost of such insurance, in each case, by wire transfer or Company check at Executive's option. All payments required to be made to Executive pursuant to this Agreement shall be subject to the withholding of such payroll taxes as may be required by law.

Compensation in Event of Termination. Except as provided in this Section 8, Executive shall not be entitled to any severance or other compensation from the Company after his termination of employment. 8.1. If Executive's employment is terminated by the Company for Cause or by Executive for other than Good Reason, then the Company shall pay Executive any earned but unpaid salary and any accrued but unpaid vacation pay as of the Termination Date and Executive shall not be entitled to any other compensation from the Company. 8.2. If Executive's employment is terminated because of death or permanent disability, then the Company shall pay Executive any accrued but unpaid salary and any accrued but unpaid vacation pay as of the Termination Date and a pro rata amount of Executive's targeted bonus for the year in which Executive dies or becomes permanently disabled, and Executive shall not be entitled to any further compensation from the Company, except that in the case of a disability, Executive shall be entitled to such benefits, if any, payable by the Company to its employees under any disability benefit plan which the Company may have in effect as of the date of any such disability in which Executive is a participant. 8.3. If the Company terminates Executive's employment other than for Cause, death or permanent disability or Executive terminates his employment for Good Reason, at any time other than within three two (32) years after a Change in Control, then the Company shall pay to Executive: (i) an amount equal to two (2) times Executive's annual base salary in effect as of the Termination Date; plus (ii) an amount equal to two (2) times the amount of any cash bonus paid to Executive for the year preceding the year in which the Termination Date occurs; plus (iii) the amount of any accrued but unpaid salary as of the Termination Date; plus (iviii) a pro rata amount of Executive's targeted bonus for the year in which the Termination Date occurs; plus (viv) the amount of any accrued but unpaid vacation pay through the Termination Date. 8.4. If the Company terminates Executive's employment other than for Cause, death or permanent disability or Executive terminates his employment for Good Reason, at any time within 3 2 years after a Change in Control, then the Company shall pay to Executive: (i) an amount equal to three two (32) times the greater of (a) Executive's annual base salary in effect as of the Termination Date or (b) Executive's annual base salary in effect immediately preceding the Change in Control; plus (ii) an amount equal to three two (32) times the greater of (a) the amount of any cash bonus payable to Executive for the year in which the Termination Date occurs (provided that if Executive's bonus for such year has not been determined as of the Termination Date, then the amount of the bonus shall be determined as if Executive earned 100% of the targeted bonus for such year) or (b) the amount of any cash bonus paid to Executive for the year immediately preceding the year in which the Change in Control occurs; plus (iii) the amount of any earned but unpaid salary as of the Termination Date; plus (iv) a pro rata amount of Executive's targeted bonus for the year in which the Termination Date occurs; plus (v) the amount of any accrued but unpaid vacation pay through the Termination Date. 8.5. If the Company terminates Executive's employment at any time other than for Cause, death or permanent disability or Executive terminates his employment at any time for Good Reason, then any stock options or restricted stock granted to Executive by the Company as of the Termination Date shall immediately vest and remain exercisable until the later of (i) one (1) year from the Termination Date or (ii) the date on which such options may be exercised pursuant to the employee stock option plan under which they were granted. 8.6. If the Company terminates Executive's employment at any time other than for Cause, death or permanent disability or Executive terminates his employment at any time for Good Reason, then the Company shall continue to maintain and pay the premiums for Executive's medical and life insurance with coverage which is substantially similar to the coverage in effect as of the Termination Date until the earlier of (i) in the case such termination occurs at any time other than within three two (32) years after a Change in Control, the second first anniversary after the Termination Date, or in the case such termination occurs within three two (32) years after a Change in Control, the third second anniversary of the Termination Date or (ii) the date Executive becomes employed by another employer and is entitled to substantially similar benefits under such employer's benefit plan. If continued coverage is not permitted under the Company's insurance plans, then the Company will (a) provide Executive with substantially similar insurance through another insurance carrier or (b) reimburse Executive for the full cost of obtaining such insurance. 8.7. All payments to Executive required to be made pursuant to Sections 8.3 and 8.4 shall be paid by the Company within five (5) days after the Termination Date and all payments to Executive required to be made under clause (b) of the last sentence of Section 8.6 shall be paid within five (5) days of Executive's furnishing the Company with evidence of the cost of such insurance, in each case, by wire transfer or Company check at Executive's option. All payments required to be made to Executive pursuant to this Agreement shall be subject to the withholding of such payroll taxes as may be required by law.