Common use of Not for Cause Clause in Contracts

Not for Cause. If such termination is based on any reason other than “for cause,” Company shall be obligated to pay to Employee his base salary during the remainder of the term of this Contract (on a monthly basis at the same rate as payable immediately before the Date of Termination). In addition, no later than March 15 following the calendar year during which occurred the event triggering such Date of Termination, Company shall pay to Employee his Proportionate Share of the pre-tax bonus referred to in paragraph 4.b. above. For this purpose, Employee’s “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with such Date of Termination and the denominator of which is the total number of days in such calendar year. (a) Included within the definition of a termination of Employee other than “for cause” will be a “Change in Control of Company.” For purposes of this Contract, the term “Change in Ownership or Control of Company” is defined in Exhibit “A” attached hereto. (b) If, at the time of termination, Company was providing an automobile to Employee under paragraph 5.e. above, then, for a consideration of Ten Dollars ($10.00) cash paid by Employee to Company, the following shall apply: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Employee (along with any insurance coverage [if assignable]); and (ii) if Company was leasing such automobile, Company shall assign to employee all of its right, title, and interest in and to such lease. Such transfer or assignment shall be completed by the Company not later than two and one-half (2 ½ ) months after the end of the calendar year in which the Date of Termination occurs. EMPLOYEE ACKNOWLEDGES THAT THE DIFFERENCE IN THE FAIR MARKET VALUE OF THE AUTOMOBILE ON THE DATE OF TRANSFER OVER THE CONSIDERATION PAID BY THE EMPLOYEE SHALL BE TAXABLE TO EMPLOYEE AS COMPENSATION INCOME AND BE SUBJECT TO EMPLOYMENT TAX WITHHOLDING REQUIREMENTS. (c) Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation greater than $130,000; (ii) a five percent owner of the employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the date that is six (6) months after the employee’s separation from service. Accordingly, notwithstanding what is stated in this subparagraph (3), in the event any of such payments are to be made as a result of Employee’s termination of employment at a time when Employee is a “key employee” (as defined above) of Company, then the amount so owing shall accrue but shall not be physically paid until at least six (6) months following Employee’s separation from service, but only to the extent required under Sec. 409A of the Code and authoritative guidance thereunder. (d) Notwithstanding what is stated in this subparagraph (3), in the event any of such payments under this subparagraph (3) are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A to the extent possible, otherwise to be in compliance with Sec. 409A, and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Employee’s termination of employment, he is deemed to be a “key employee” (see subparagraph “(3)(c)” above), then the full amounts of deferred compensation which could not be paid during the first six (6) months following the Date of Termination shall be paid in the seventh (7th) month following the Date of Termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Employee under this Contract, Company shall pay to Employee a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the amount of such economic benefit lost. (e) Employee shall not be required to mitigate the amount of any payment provided for in this subparagraph (3) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this subparagraph (3) be reduced by any compensation earned by Employee as the result of self-employment or employment by another employer.

Not for Cause. If such termination is based on any reason other than “for cause,” Company shall be obligated to pay to Employee his base salary during the remainder of the term of this Contract (on a monthly basis at the same rate as payable immediately before the Date of Termination). In addition, no later than March 15 following the calendar year during which occurred the event triggering such Date of Termination, Company shall pay to Employee his Proportionate Share of the pre-tax special performance bonus referred to in paragraph 4.b. above. For this purpose, Employee’s “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with such Date of Termination and the denominator of which is the total number of days in such calendar year. (a) Included within the definition of a termination of Employee other than “for cause” will be a “Change in Control of Company.” For purposes of this Contract, the term “Change in Ownership or Control of Company” is defined in Exhibit “A” attached hereto. (b) If, at the time of termination, Company was providing an automobile to Employee under paragraph 5.e5.c. above, then, for a consideration of Ten Dollars ($10.00) cash paid by Employee to Company, the following shall apply: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Employee (along with any insurance coverage [if assignable]); and (ii) if Company was leasing such automobile, Company shall assign to employee all of its right, title, and interest in and to such lease. Such transfer or assignment shall be completed by the Company not later than two and one-half (2 ½ ½) months after the end of the calendar year in which the Date of Termination occurs. EMPLOYEE ACKNOWLEDGES THAT THE DIFFERENCE IN THE FAIR MARKET VALUE OF THE AUTOMOBILE ON THE DATE OF TRANSFER OVER THE CONSIDERATION PAID BY THE EMPLOYEE SHALL BE TAXABLE TO EMPLOYEE AS COMPENSATION INCOME AND BE SUBJECT TO EMPLOYMENT TAX WITHHOLDING REQUIREMENTS. (c) Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation greater than $130,000130,000 (as, from time to time, indexed); (ii) a five percent owner of the employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the date that is six (6) months after the employee’s separation from service. Accordingly, notwithstanding what is otherwise stated in this subparagraph (3), in the event any of such payments are to be made as a result of Employee’s termination of employment at a time when Employee is a “key employee” (as defined above) of Company, then the amount so owing shall accrue but shall not be physically paid until at least six (6) months following Employee’s separation from service, service (but only to the extent required under Sec. 409A of the Code and authoritative guidance thereunder). (d) Notwithstanding what is stated in this subparagraph (3), in the event that any of such payments under this subparagraph (3) are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A (to the extent possible, otherwise to be in compliance with Sec). 409A, and that the The parties understand and agree that the this Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Employee’s termination of employment, he is deemed to be a “key employee” (see subparagraph “(3)(c)” above), then the full amounts amount of deferred compensation which could not be paid during the first six (6) months following the Date of Termination shall be paid in the seventh (7th) month following the Date of Termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Employee under this Contract, Company shall pay to Employee a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the amount of such economic benefit lost. (e) Employee shall not be required to mitigate the amount of any payment provided for in this subparagraph (3) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this subparagraph (3) be reduced by any compensation earned by Employee as the result of self-employment or employment by another employer.

Not for Cause. If such termination is based on any reason Severance. By the Company other than “for cause,” Company shall be obligated to pay to Employee his base salary during Cause in which event the remainder of the term of this Contract (on a monthly basis at the same rate as payable immediately before the Date of Termination). In addition, no later than March 15 following the calendar year during which occurred the event triggering such Date of Termination, Company shall pay to the Employee his Proportionate Share of the pre-tax bonus referred an amount equal to in paragraph 4.b. above. For this purpose, Employee’s “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with such Date of Termination and the denominator of which is the total number of days in such calendar year. (a) Included within the definition of a termination of Employee other than “for cause” will be a “Change in Control of Company.” For purposes of this Contract, the term “Change in Ownership or Control of Company” is defined in Exhibit “A” attached hereto. (b) If, at the time of termination, Company was providing an automobile to Employee under paragraph 5.e. above, then, for a consideration of Ten Dollars ($10.00) cash paid by Employee to Company, the following shall apply: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Employee (along with any insurance coverage [if assignable]); and (ii) if Company was leasing such automobile, Company shall assign to employee all of its right, title, and interest in and to such lease. Such transfer or assignment shall be completed by the Company not later than two and one-half (2 ½ ) months after the end of the calendar year in which the Date of Termination occurs. EMPLOYEE ACKNOWLEDGES THAT THE DIFFERENCE IN THE FAIR MARKET VALUE OF THE AUTOMOBILE ON THE DATE OF TRANSFER OVER THE CONSIDERATION PAID BY THE EMPLOYEE SHALL BE TAXABLE TO EMPLOYEE AS COMPENSATION INCOME AND BE SUBJECT TO EMPLOYMENT TAX WITHHOLDING REQUIREMENTS. (c) Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation greater than $130,000; (ii) a five percent owner of the employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the date that is six (6) months after salary as severance compensation (without regard to compensation or benefits the employee’s separation Employee receives from serviceany other source). AccordinglyThe Employee shall be eligible for all benefits during this 6 month period including bonuses, notwithstanding what is stated vesting of stock options, health care insurance and other fringe benefits that have been ongoing prior to the written notice(without regard to compensation or benefits the Employee receives from any other source). The Company may elect to pay such severance compensation in this subparagraph a lump sum or in equal payments over a period of not more than six (3), in 6) months. If the event any Employee leaves the employ of such payments are to be made the Company voluntarily as a result of a breach of this Agreement by the Company, there having been as of the date of the Company's breach no breach of this Agreement by the Employee which has not been cured or waived, then the Employee’s 's termination of employment at shall be deemed to have been a time when termination by the Company other than for Cause. The Employee may treat reduction in rank or responsibilities as termination of him without cause. Notwithstanding any of the foregoing provisions of this Section 6, if the Employee is a “key employee” (as defined above) of indebted to the Company, then the amount so owing severance pay or other compensation obligations of the Company shall accrue but shall not be physically paid until at least six (6) months following Employee’s separation from serviceapplied first to such indebtedness, but only in the amount and to the extent required under Secthat the Employee does not dispute, the excess, SALIVA DIAGNOSTIC SYSTEMS, INC. 409A MARCH 31, 2005 if any, will be paid to said Employee and, in any event, the Employee shall remain liable for any excess of his indebtedness to the Company over any amounts owed by the Company. In addition, upon termination of the Code Employee's employment (other than a voluntary termination by the Employee) all loans, expense reimbursements and authoritative guidance thereunder. (d) Notwithstanding what is stated in this subparagraph (3), in other amounts owed by the event any of such payments under this subparagraph (3) are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A Company to the extent possible, otherwise to be in compliance with Sec. 409A, Employee (other than severance compensation) shall become immediately due and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Employee’s termination of employment, he is deemed to be a “key employee” (see subparagraph “(3)(c)” above), then the full amounts of deferred compensation which could not be paid during the first six (6) months following the Date of Termination shall be paid in the seventh (7th) month following the Date of Termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Employee under this Contract, Company shall pay to Employee a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the amount of such economic benefit lostpayable. (e) Employee shall not be required to mitigate the amount of any payment provided for in this subparagraph (3) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this subparagraph (3) be reduced by any compensation earned by Employee as the result of self-employment or employment by another employer.

Not for Cause. If such termination is based on any reason Severance. By the Company other than “for cause,” Company shall be obligated to pay to Employee his base salary during Cause in which event the remainder of the term of this Contract (on a monthly basis at the same rate as payable immediately before the Date of Termination). In addition, no later than March 15 following the calendar year during which occurred the event triggering such Date of Termination, Company shall pay to the Employee his Proportionate Share of the pre-tax bonus referred an amount equal to in paragraph 4.b. above. For this purpose, Employee’s “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with such Date of Termination and the denominator of which is the total number of days in such calendar year. (a) Included within the definition of a termination of Employee other than “for cause” will be a “Change in Control of Company.” For purposes of this Contract, the term “Change in Ownership or Control of Company” is defined in Exhibit “A” attached hereto. (b) If, at the time of termination, Company was providing an automobile to Employee under paragraph 5.e. above, then, for a consideration of Ten Dollars ($10.00) cash paid by Employee to Company, the following shall apply: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Employee (along with any insurance coverage [if assignable]); and (ii) if Company was leasing such automobile, Company shall assign to employee all of its right, title, and interest in and to such lease. Such transfer or assignment shall be completed by the Company not later than two and one-half (2 ½ ) months after the end of the calendar year in which the Date of Termination occurs. EMPLOYEE ACKNOWLEDGES THAT THE DIFFERENCE IN THE FAIR MARKET VALUE OF THE AUTOMOBILE ON THE DATE OF TRANSFER OVER THE CONSIDERATION PAID BY THE EMPLOYEE SHALL BE TAXABLE TO EMPLOYEE AS COMPENSATION INCOME AND BE SUBJECT TO EMPLOYMENT TAX WITHHOLDING REQUIREMENTS. (c) Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the year, is: (i) an officer having an annual compensation greater than $130,000; (ii) a five percent owner of the employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the date that is six (6) months after salary as severance compensation (without regard to compensation or benefits the employee’s separation Employee receives from serviceany other source). AccordinglyThe Employee shall be eligible for all benefits during this 6 month period including bonuses, notwithstanding what is stated vesting of stock options, health care insurance and other fringe benefits that have been ongoing prior to the written notice(without regard to compensation or benefits the Employee receives from any other source). The Company may elect to pay such severance compensation in this subparagraph a lump sum or in equal payments over a period of not more than six (3), in 6) months. If the event any Employee leaves the employ of such payments are to be made the Company voluntarily as a result of a breach of this Agreement by the Company, there having been as of the date of the Company's breach no breach of this Agreement by the Employee which has not been cured or waived, then the Employee’s 's termination of employment at shall be deemed to have been a time when termination by the Company other than for Cause. The Employee may treat reduction in rank or responsibilities as termination of him without cause. Notwithstanding any of the foregoing provisions of this Section 6, if the Employee is a “key employee” (as defined above) of indebted to the Company, then the amount so owing severance pay or other compensation obligations of the Company shall accrue but shall not be physically paid until at least six (6) months following Employee’s separation from serviceapplied first to such indebtedness, but only in the amount and to the extent required under Secthat the Employee does not dispute, the excess, if any, will be paid to said Employee and, in any event, the Employee shall remain liable for any excess of his indebtedness to the Company over any amounts owed by the Company. 409A In addition, upon termination of the Code Employee's employment (other than a voluntary termination by the Employee) all loans, expense reimbursements and authoritative guidance thereunder. (d) Notwithstanding what is stated in this subparagraph (3), in other amounts owed by the event any of such payments under this subparagraph (3) are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A Company to the extent possible, otherwise to be in compliance with Sec. 409A, Employee (other than severance compensation) shall become immediately due and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of Employee’s termination of employment, he is deemed to be a “key employee” (see subparagraph “(3)(c)” above), then the full amounts of deferred compensation which could not be paid during the first six (6) months following the Date of Termination shall be paid in the seventh (7th) month following the Date of Termination. However, in the event of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Employee under this Contract, Company shall pay to Employee a reimbursement amount which will have the effect of offsetting (on an after-tax basis) the amount of such economic benefit lostpayable. (e) Employee shall not be required to mitigate the amount of any payment provided for in this subparagraph (3) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this subparagraph (3) be reduced by any compensation earned by Employee as the result of self-employment or employment by another employer.