Common use of Payment Upon Termination of Employment Clause in Contracts

Payment Upon Termination of Employment. Upon the termination of the Executive's employment with the Company pursuant to Section 4 hereof, the Executive shall receive the following: (a) Termination by the Company for Cause or by the Executive Without Good Reason. Upon the termination of the Executive's employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay to the Executive (i) that portion of the Executive's Base Salary earned through the Date of Termination, (ii) an amount, in a lump sum, equal to the Executive's Base Salary for three (3) months, which the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have vested or accrued prior to the Date of Termination under all incentive compensation or employee benefit plans of the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the Executive. (b) Termination by the Company Without Cause or by the Executive With Good Reason. Upon the termination of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive with Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through the Date of Termination, (ii) an amount payable in twenty-four (24) equal monthly installments equal to the sum of two times (A) the Executive's Base Salary in effect on the Date of Termination, and (B) the greater of the annual cash bonuses paid to the Executive under the STIP up to the "target" Award Rates, as defined thereunder, in the two fiscal years of the Company immediately preceding the Date of Termination, which sum the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have vested or accrued prior to the Date of Termination under all incentive compensation or employee benefit plans of the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the Executive.

Payment Upon Termination of Employment. Upon the termination of the Executive's ’s employment with the Company pursuant to Section 1(b) or Section 4 hereof, the Executive shall receive receive, subject to Sections 5(g) and 5(h), the followingfollowing in accordance with the appropriate subsection below: (a) Termination by the Company for Cause or by the Executive Without without Good Reason. Upon the termination of the Executive's ’s employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay to the Executive (i) that portion of the Executive's his Base Salary earned through his last day of employment with the Date of TerminationCompany on its next regularly scheduled payroll date, (ii) an amount, a severance payment in a single lump sum, sum equal to the Executive's ’s Base Salary (calculated as a monthly amount) for three (3) months, which the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have are fully vested and properly payable on or accrued prior to before his last day of employment with the Date of Termination Company under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive by the Company that have not been paid to purchase shares him on or before his last day of common stock employment. The foregoing amounts shall be paid to the Executive within sixty (60) days following his last day of employment, unless provided otherwise by the ESOP, by a retirement or other plan, by policy or by the historical practices of the Company Company. In addition, all awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as of the Date of Termination shall be treated case may be, the Executive in accordance with the Stock Option Plan and (I) the stock option agreement(sor other incentive compensation plan applicable to such award (an “Incentive Plan”), (II) the applicable written agreement between the Company and the Executive. Executive relating to an incentive compensation award (ban “Award Agreement”), or (III) Termination in the absence of an Incentive Plan or an Award Agreement relating to a particular award, as determined by the Company Without Cause Board of Directors, the Compensation Committee or by the Executive With Good Reason. Upon the termination Chairman of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive with Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through the Date of Termination, (ii) an amount payable in twenty-four (24) equal monthly installments equal to the sum of two times (A) the Executive's Base Salary in effect on the Date of Termination, and (B) the greater of the annual cash bonuses paid to the Executive under the STIP up to the "target" Award Rates, as defined thereunder, in the two fiscal years of the Company immediately preceding the Date of Termination, which sum the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have vested or accrued prior to the Date of Termination under all incentive compensation or employee benefit plans of the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the ExecutiveCompany.

Payment Upon Termination of Employment. Upon the termination of the Executive's employment with the Company pursuant to Section 1(b) or Section 4 hereof, the Executive shall receive receive, subject to Sections 5(g) and 5(h), the followingfollowing in accordance with the appropriate subsection below: (a) Termination by the Company for Cause or by the Executive Without without Good Reason. Upon the termination of the Executive's employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay to the Executive (i) that portion of the Executive's his Base Salary earned through his last day of employment with the Date of TerminationCompany on its next regularly scheduled payroll date, (ii) an amount, a severance payment in a single lump sum, sum equal to the Executive's monthly Base Salary for three (3) monthsmonths (provided, which however, that if the Executive agrees shall constitute adequate consideration for terminates his covenants and agreements employment with the Company without Good Reason prior to the second anniversary of the date of this Agreement as set forth in Section 7 (Non-CompetitionSections 7(b) and 8(b) hereof or if the Company terminates the Executive's employment for Cause pursuant to Section 8 (Non-Solicitation) of this Agreement4(a)(viii), and then the Company shall not be required to make any severance payment to the Executive), (iii) all amounts that have are fully vested and properly payable on or accrued prior to before his last day of employment with the Date of Termination Company under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive by the Company that have not been paid to purchase shares him on or before his last day of common stock employment. The foregoing amounts shall be paid to the Executive within sixty (60) days following his last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as of the Date of Termination shall be treated case may be, the Executive in accordance with (I) the Stock Option Plan and incentive compensation plan applicable to the stock option agreement(ssuch award (an "Incentive Plan"), (II) the applicable written agreement between the Company and the ExecutiveExecutive relating to an incentive compensation award (an "Award Agreement"), or (III) in the absence of an Incentive Plan or an Award Agreement relating to a particular award, as determined by the Board of Directors (or a committee thereof) or the Chairman of the Company. (b) Termination by the Company Without Cause or by the Executive With for Good Reason. Upon the termination of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive with for Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through the Date last day of Terminationemployment with the Company on its next regularly scheduled payroll date, (ii) an amount payable in twenty-four (24) equal monthly installments a severance payment equal to the sum Executive's monthly Base Salary for a period of two times the earlier of twelve (A12) months following the Executive's Base Salary last day of employment with the Company or the Executive's first day of employment by a new employer (but in effect on the Date of Termination, and (B) the greater case of the annual cash bonuses paid to latter event only so long as such employment by a new employer does not violate the Executive under the STIP up to the "target" Award Rates, as defined thereunder, in the two fiscal years of the Company immediately preceding the Date of Termination, which sum the Executive agrees shall constitute adequate consideration for his Executive's non-competition covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement), and (iii) all amounts that have are fully vested and properly payable on or accrued prior to the Date before his last day of Termination employment under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive by the Company that have not been paid to purchase shares him on or before his last day of common stock employment. The foregoing monthly severance payment shall begin within thirty (30) days following the Executive's last day of employment with the Company and all other amounts shall be paid to the Executive within sixty (60) days of his last day of employment, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as of the Date of Termination shall be treated case may be, the Executive in accordance with (I) the Stock Option applicable Incentive Plan, (II) the applicable Award Agreement, or (III) in the absence of an Incentive Plan and or an Award Agreement relating to a particular award, as determined by the stock option agreement(sBoard of Directors (or a committee thereof) between or the Company and Chairman of the ExecutiveCompany.

Payment Upon Termination of Employment. Upon the termination of 4.1.1 If (a) the Executive's employment with is terminated by the Company for cause pursuant to Section 4 hereof4.1 or (b) the Executive voluntarily terminates his employment under this Agreement other than for good reason pursuant to Section 4.3, the Executive shall receive his Base Salary and Annual Bonus, if any, together with any accrued but unreimbursed or unsubmitted expenses, through the following:termination date of his employment. 4.4.2 If the Executive's employment is terminated by the Company as a result of his death or disability pursuant to Section 4.2, (a) Termination the Executive (or his legal representatives, if applicable) shall receive his Base Salary and Annual Bonus, if any, together with any accrued but unreimbursed or unsubmitted expenses, through the termination date of his employment, (b) the Executive (or his legal representatives, if applicable) shall continue to receive any benefits remaining effective thereafter in accordance with the terms of the underlying benefit plans and (c) the stock options granted to the Executive in the 1995 Grant shall vest in full and the stock options granted in the 1997 Grant shall be vested to include the Executive's next annual vesting anniversary after the date of termination. 4.4.3 If the Executive's employment is terminated by the Company for Cause reasons other than for cause pursuant to Section 4.1, or by the Executive Without Good Reason. Upon terminates his employment hereunder for good reason pursuant to Section 4.3: (a) all stock options granted to the termination of Executive in the 1995 Grant shall vest in full and the stock options granted in the 1997 Grant shall be vested to include the Executive's employment by next annual vesting anniversary after the Company for Cause pursuant date of termination, and (b) in addition to Section 4(a) hereof or by all amounts due to the Executive without Good Reason pursuant to Section 4(d) hereofhereunder through the date of such termination, the Company shall pay to the Executive in cash in 6-month installments commencing within 30 days after such termination (i) that portion of the Executive's Base Salary earned through the Date of Termination, (ii) an amount, in a lump sum, amount equal to the Executive's Base Salary for three (3) months, which one year at the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have vested or accrued prior to the Date of Termination under all incentive compensation or employee benefit plans of the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the Executive. (b) Termination by the Company Without Cause or by the Executive With Good Reason. Upon the termination of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive with Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through the Date of Termination, (ii) an amount payable in twenty-four (24) equal monthly installments equal to the sum of two times (A) the Executive's Base Salary rate in effect on the Date date of Termination, such termination and (Bii) the greater of the annual cash bonuses paid to the Executive under the STIP up to the "target" Award Rates, as defined thereunder, in the two fiscal years of the Company immediately preceding the Date of Termination, which sum the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have any vested or accrued prior to the Date of Termination under all incentive compensation or employee benefit plans of the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the Executivebenefits.

Payment Upon Termination of Employment. Upon the termination of the Executive's employment with the Company by virtue of either the Company or the Executive providing to the other the Non-Renewal Notice contemplated by Section 1(b) hereof or upon the termination of the Executive's employment with the Company pursuant to Section 4 hereof, the Executive shall receive receive, subject to Section 5(g), the followingfollowing in accordance with the appropriate subsection below: (a) Termination by the Company for Cause or by the Executive Without Good Reason. Upon the termination of the Executive's employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay to the Executive (i) that portion of the Executive's his Base Salary earned through the Date Last Day of TerminationEmployment, (ii) an amount, payable in a lump sum, equal to the Executive's monthly Base Salary for three (3) months, which the Executive agrees shall constitute adequate consideration for his covenants and agreements set forth in Section 6 (Non-Disclosure, etc.), Section 7 (Non-Competition) and ), Section 8 (Non-Solicitation) and Section 9 (Intellectual Property) of this Agreement, and (iii) all amounts that have become fully vested and properly payable on or accrued prior to before the Date Last Day of Termination Employment under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive to purchase shares of common stock of by the Company as that have not been paid to him on or before the Last Day of Employment. In addition, unless expressly provided otherwise in the Date of Termination shall be treated STIP or the LTIP or in accordance with the Stock Option Plan and the stock option agreement(s) a written agreement between the Company and the Executive. Executive relating to awards under the STIP or the LTIP (b) Termination by the Company Without Cause or by an "Award Agreement"), all awards granted to the Executive With Good Reason. Upon under the STIP and the LTIP that have become fully vested, exercisable or earned on or before the Date of the Termination Notice, (y) in the event of a termination of the Executive's employment by the Company without Cause pursuant to Section 4(bfor Cause, shall be forfeited or shall not be exercisable or paid, as the case may be, as of and following the Date of the Termination Notice, and (z) hereof or in the event of a termination of the Executive's employment by the Executive with without Good Reason pursuant to Section 4(c) hereofReason, the Company shall pay be distributed or paid to the Executive within, or shall be exercisable by the Executive for, as the case may be, sixty (i60) that portion days following the Last Day of his Base Salary earned through Employment, unless expressly provided otherwise in the Date of Termination, (ii) an amount payable STIP or the LTIP or in twenty-four (24) equal monthly installments equal to the sum of two times (A) the Executive's Base Salary in effect on the Date of Termination, and (B) the greater of the annual cash bonuses paid applicable Award Agreement(s). All awards granted to the Executive under the STIP up to and the "target" Award RatesLTIP that have not become fully vested, as defined thereunder, in the two fiscal years of the Company immediately preceding exercisable or earned on or before the Date of Terminationthe Termination Notice shall be forfeited or shall not be exercisable, which sum distributed or paid, as the Executive agrees shall constitute adequate consideration for his covenants case may be, as of and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement, and (iii) all amounts that have vested or accrued prior to following the Date of the Termination under all incentive compensation Notice, unless expressly provided otherwise in the STIP or employee benefit plans of the Company LTIP or in accordance with the provisions of such plans. Notwithstanding the foregoing, all options (whether vested or unvested) granted to the Executive to purchase shares of common stock of the Company as of the Date of Termination shall be treated in accordance with the Stock Option Plan and the stock option agreement(s) between the Company and the Executiveapplicable Award Agreement(s).

Payment Upon Termination of Employment. Upon the termination of the Executive's employment with the Company pursuant to Section 1(b) or Section 4 hereof, the Executive shall receive receive, subject to Sections 5(g) and 5(h), the followingfollowing in accordance with the appropriate subsection below: (a) Termination by the Company for Cause or by the Executive Without without Good Reason. Upon the termination of the Executive's employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay to the Executive (i) that portion of the Executive's his Base Salary earned through his last day of employment with the Date of TerminationCompany on its next regularly scheduled payroll date, (ii) an amount, a severance payment in a single lump sum, sum equal to the Executive's monthly Base Salary for three (3) monthsmonths (provided that if the Company terminates the Executive's employment for Cause pursuant to Section 4(a)(viii), which then the Executive agrees Company shall constitute adequate consideration for his covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreementnot be required to make any severance payment to the Executive), and (iii) all amounts that have are fully vested and properly payable on or accrued prior to before his last day of employment with the Date of Termination Company under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive by the Company that have not been paid to purchase shares him on or before his last day of common stock employment. The foregoing amounts shall be paid to the Executive within sixty (60) days following his last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as of the Date of Termination shall be treated case may be, the Executive in accordance with (I) the Stock Option Plan and incentive compensation plan applicable to the stock option agreement(ssuch award (an "Incentive Plan"), (II) the applicable written agreement between the Company and the ExecutiveExecutive relating to an incentive compensation award (an "Award Agreement"), or (III) in the absence of an Incentive Plan or an Award Agreement relating to a particular award, as determined by the Board of Directors (or a committee thereof) or the Chairman of the Company. (b) Termination by the Company Without Cause or by the Executive With for Good Reason. Upon the termination of the Executive's employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive with for Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through the Date last day of Terminationemployment with the Company on its next regularly scheduled payroll date, (ii) an amount payable in twenty-four (24) equal monthly installments a severance payment equal to the sum Executive's monthly Base Salary for a period of two times the earlier of twelve (A12) months following the Executive's Base Salary last day of employment with the Company or the Executive's first day of employment by a new employer (but in effect on the Date of Termination, and (B) the greater case of the annual cash bonuses paid to latter event only so long as such employment by a new employer does not violate the Executive under the STIP up to the "target" Award Rates, as defined thereunder, in the two fiscal years of the Company immediately preceding the Date of Termination, which sum the Executive agrees shall constitute adequate consideration for his Executive's non-competition covenants and agreements set forth in Section 7 (Non-Competition) and Section 8 (Non-Solicitation) of this Agreement), and (iii) all amounts that have are fully vested and properly payable on or accrued prior to the Date before his last day of Termination employment under all incentive compensation or employee benefit retirement plans of sponsored by the Company in accordance with the provisions of such plans. Notwithstanding the foregoing, and (iv) all options (whether vested or unvested) granted other amounts that are properly payable to the Executive by the Company that have not been paid to purchase shares him on or before his last day of common stock employment. The foregoing monthly severance payment shall begin within thirty (30) days following the Executive's last day of employment with the Company and all other amounts shall be paid to the Executive within sixty (60) days of his last day of employment, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as of the Date of Termination shall be treated case may be, the Executive in accordance with (I) the Stock Option applicable Incentive Plan, (II) the applicable Award Agreement, or (III) in the absence of an Incentive Plan and or an Award Agreement relating to a particular award, as determined by the stock option agreement(sBoard of Directors (or a committee thereof) between or the Company and Chairman of the ExecutiveCompany.