Common use of Non-Compete Payments Clause in Contracts

Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event (a) Employee is terminated without just cause, (b) Employee voluntarily terminates his employment with Company, or (c) Employee’s May 1st 2002 Employment Agreement is not renewed on terms at least as beneficial as those received by Employee as of October 31st , 2004, that Company will compensate Employee upon such “separation from service” as defined in Code Section 409A as follows, but subject to Section 11 hereof: (a) Employee’s annualized base salary as of his last day of employment will be added to Employee’s average annual bonus over his last three (3) years of employment, then multiplied by 2, and that product will be paid to Employee as follows: one third on the first January 5th following Employee’s last day of employment, one third on the second January 5th following Employee’s last day of employment, and one third on the third January 5th following Employee’s last day of employment. (b) During Employee’s three year period of Non Competition, Company will provide Employee benefits it provides its non executive Employees, provided however, Employee will not receive any vacation\sick pay nor be eligible to participate in the Company’s bonus programs and stock option plans. In the event, Employee is terminated by the Company for just cause as defined in Employee’s May 1st Employment Agreement with Company, then Employee will remain bound by this Covenant Not to Compete, but Company will have no obligation to make any of the payments or provide any of the other benefits to be made to Employee under this Agreement.

Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event (a) Employee is terminated without just cause, (b) Employee voluntarily terminates his employment with Company, or (c) Employee’s May 1st 2002 Employment Agreement is not renewed on terms at least as beneficial as those received by Employee as of October 31st , 2004, that Company will compensate Employee upon such “separation from service” as defined in Code Section 409A as follows, but subject to Section 11 hereof: (a) Employee’s annualized base salary as of his last day of employment will be added to Employee’s average annual bonus awarded under the annual executive bonus program over his last three (3) years of employment, then multiplied by 2, and that product will be paid to Employee in equal amounts at the same intervals as follows: one third on other employees of the first January 5th Company over the two and one-half (2 1/2) year period immediately following Employee’s his last day of employment, one third on the second January 5th following Employee’s last day of employment, and one third on the third January 5th following Employee’s last day of employment... (b) During Employee’s three year period of Non Competition, Company will provide Employee benefits it provides its non executive Employees, provided however, Employee will not receive any vacation\sick pay nor be eligible to participate in the Company’s bonus programs and stock option plansplans In the event Employee voluntarily terminates his employment after February 23rd 2006 then Company will compensate Employee as set forth in subparagraphs a and b above, except that the product determined under subparagraph a will be determined by using a multiplier of 1 rather than a multiplier of 2. Notwithstanding the above, in the event of a Change of Control, if Employee does not enter into a consulting or employment agreement with the newly controlled entity, then Company will compensate Employee as set forth in subparagraphs a and b above, except that the product determined under subparagraph a will be determined using a multiplier of 2.5 rather than a multiplier of 2 and this covenant not to compete will apply to and be for the benefit of such newly controlled entity. In the event, Employee is terminated by the Company for just cause as defined in Employee’s May 1st February 23rd Employment Agreement with the Company, then Employee will remain bound by this Covenant Not to Compete, but Company will have no obligation to make any of the payments or provide any of the other benefits to be made to Employee under this Agreement.

Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event (a) Employee is terminated without just cause, (b) Employee voluntarily terminates his employment with Company, or (c) Employee’s May 1st 2002 Employment Agreement is not renewed on terms at least as beneficial as those received by Employee as of October 31st , 2004, that Company will compensate Employee upon such “separation from service” as defined in Code Section 409A as follows, but subject to Section 11 hereof: (a) Employee’s annualized base salary as of his last day of employment will be added to Employee’s average annual bonus over his last three (3) years of employment, then multiplied by 2, and that product will be paid to Employee as follows: one third on the first January 5th following Employee’s last day of employment, one third on the second January 5th following Employee’s last day of employment, and one third on the third January 5th following Employee’s last day of employment. (b) During Employee’s three year period of Non Competition, Company will provide Employee benefits it provides its non executive Employees, provided however, Employee will not receive any vacation\sick pay nor be eligible to participate in the Company’s bonus programs and stock option plans. plans In the event, Employee is terminated by the Company for just cause as defined in Employee’s May 1st Employment Agreement with Company, then Employee will remain bound by this Covenant Not to Compete, but Company will have no obligation to make any of the payments or provide any of the other benefits to be made to Employee under this Agreement.