Common use of Effect of Termination Without Cause or Resignation for Good Reason Other Than Clause in Contracts

Effect of Termination Without Cause or Resignation for Good Reason Other Than. Within Two Years Following A Change in Control. (i) In the event that, at any time other than within two "(2)" years following a Change in Control, the Company terminates Executive's employment without Cause or Executive resigns his employment for Good Reason, then, contingent upon Executive signing and not revoking the Severance Agreement and Release attached hereto as Exhibit A, and not breaching the provisions of Sections 15 and 16 hereof, the Company shall provide Executive with the following: (A) all payments stated in Section 10 (a) above; (B) a pro rata portion of Executive's Target Bonus, less applicable withholdings and deductions, which pro rata portion shall be determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in the calendar year of the date of termination and the denominator of which is 365 (except for 2001, when the numerator equals the number of days elapsed since February 12 and the denominator is 322) payable within 10 days of the Termination Date; (C) continued semi-monthly payments at Executive's Base Salary rate, less applicable withholdings and deductions, for a period of twenty-four (24) months; (D) continuation of Executive's medical, health, and life insurance (as in effect immediately prior to the date of termination) for a period of twenty-four (24) months, or if not permissible or commercially reasonable to continue the same coverage of Executive under one or more of the insurance policies or plans, continued payment for a period of twenty-four (24) months of the after-tax cost to the Company of providing such coverage to Executive (as measured immediately prior to the date of termination); provided however, that such benefits or payments shall cease upon the date on which Executive is eligible for similar aggregate coverage from a subsequent employer; and (E) the applicable accelerated vesting if any of the Option Shares, pursuant to the applicable Option Agreement.

Effect of Termination Without Cause or Resignation for Good Reason Other Than. Within Two Years Following A Change in Control. (i) In the event that, at any time other than within two "(2)" ) years following a Change in Control, the Company terminates Executive's employment without Cause or Executive resigns his employment for Good Reason, then, contingent upon Executive signing and not revoking the Severance Agreement and Release attached hereto as Exhibit A, and not breaching the provisions of Sections 14 and 15 and 16 hereof, the Company shall provide Executive with the following: (A) all payments stated in Section 10 (a9(a) above; (B) a pro rata portion of Executive's Target Bonus, less applicable withholdings and deductions, which pro rata portion shall be determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in the calendar year of the date of termination and the denominator of which is 365 (except for 20012003, when the numerator equals the number of days elapsed since February 12 September 2, 2003 and the denominator is 322121) payable within 10 days of the Termination Date; (C) continued semi-monthly payments at Executive's Base Salary rate, less applicable withholdings and deductions, for a period of twenty-four twelve (2412) months; (D) continuation of Executive's medical, health, and life insurance (as in effect immediately prior to the date of termination) for a period of twenty-four twelve (2412) months, or if not permissible or commercially reasonable to continue the same coverage of Executive under one or more of the insurance policies or plans, continued payment for a period of twenty-four twelve (2412) months of the after-tax cost to the Company of providing such coverage to Executive (as measured immediately prior to the date of termination); provided however, that such benefits or payments shall cease upon the date on which Executive is eligible for similar aggregate coverage from a subsequent employer; and (E) the applicable accelerated vesting (if any any) of the Option Shares, pursuant to the applicable Option Agreement.

Effect of Termination Without Cause or Resignation for Good Reason Other Than. Within Two Years Following A Change in Control. (i) In the event that, at any time other than within two "(2)" ) years following a Change in Control, the Company terminates Executive's employment without Cause or Executive resigns his employment for Good Reason, then, contingent upon Executive signing and not revoking the Severance Agreement and Release attached hereto as Exhibit A, and not breaching the provisions of Sections Section 15 and 16 hereof, the Company shall provide Executive with the following: (A) all payments stated in Section 10 (a10(a) above; (B) a pro rata portion of Executive's Target Bonus, less applicable withholdings and deductions, which pro rata portion shall be determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in the calendar year of the date of termination and the denominator of which is 365 (except for 2001, when the numerator equals the number of days elapsed since February 12 and the denominator is 322) payable within 10 days of the Termination Date; (C) continued semi-monthly payments at an amount equal to the sum of (i) Executive's annual Base Salary rateSalary, less applicable withholdings plus (ii) Executive's Target Bonus, each as in effect immediately preceding such termination, divided by 12 ("Monthly Severance Amount"). The Monthly Severance Amount shall be paid to Executive in 24 monthly installments, commencing no later than 30 days after the Termination Date, and deductions, for a period of twenty-four (24) months;continuing until all installments due Employee have been paid. (D) continuation of Executive's medical, health, and life insurance (as in effect immediately prior to the date of termination) for a period of twenty-four (24) months, or if not permissible or commercially reasonable to continue the same coverage of Executive under one or more of the insurance policies or plans, continued payment for a period of twenty-four (24) months of the after-tax cost to the Company of providing such coverage to Executive (as measured immediately prior to the date of termination); provided however, that such benefits or payments shall cease upon the date on which Executive is eligible for similar aggregate coverage from a subsequent employer; and (E) the applicable accelerated vesting (if any any) of the Option Shares, pursuant to the applicable Option Agreement.

Effect of Termination Without Cause or Resignation for Good Reason Other Than. Within Two Years Following A Change in Control. (i) In the event that, at any time other than within two "(2)" ) years following a Change in Control, the Company terminates Executive's employment without Cause or Executive resigns his employment for Good Reason, then, contingent upon Executive signing Reason and not revoking the Severance Agreement and Release attached hereto as Exhibit A, and is not breaching the provisions of Sections 14 and 15 and 16 hereof, the Company shall provide Executive with the following: (A) all payments stated in Section 10 (a9(a) above; (B) a pro rata portion of Executive's Target Bonus, less applicable withholdings and deductions, which pro rata portion shall be determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in the calendar year of the date of termination and the denominator of which is 365 (except for 20012003, when the numerator equals the number of days elapsed since February 12 March 22, 2004 and the denominator is 322284) payable within 10 days of the Termination Date; (C) continued semi-monthly payments at Executive's Base Salary rate, less applicable withholdings and deductions, for a period of twenty-four twelve (2412) months; (D) continuation of Executive's medical, health, and life insurance (as in effect immediately prior to the date of termination) for a period of twenty-four twelve (2412) months, or if not permissible or commercially reasonable to continue the same coverage of Executive under one or more of the insurance policies or plans, continued payment for a period of twenty-four twelve (2412) months of the after-tax cost to the Company of providing such coverage to Executive (as measured immediately prior to the date of termination); provided however, that such benefits or payments shall cease upon the date on which Executive is eligible for similar aggregate coverage from a subsequent employer; and (E) the applicable accelerated vesting (if any any) of the Option Shares, pursuant to the applicable Option Agreement.