Common use of Payments After Termination Clause in Contracts

Payments After Termination. In the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for the right to (i) continue to receive the monthly portion of the Base Salary during a severance period (the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during the Severance Period equal to the quotient obtained by dividing (A) the prior year's annual bonus (for any termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employer's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iii) in the event of termination

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years, through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive shall receive the Base Salary through the date of termination in accordance with the terms of this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive shall receive: (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior to two (2) years, during the fiscal year and through the date of termination; plus (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (ivor 2.99 times if within 2 years of a Change in Control) continue times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive during any further compensation or benefits from the Severance Period all medicalCompany, dental or other health except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and welfare benefits provided to by this Agreement is that Executive prior to his termination; providedcomplies with the obligations of non-competition, howevernon-solicitation of customers, that such benefits shall cease confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iii) in the event of terminationBoard.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive: (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board. 

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board. 

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years, through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive shall receive the Base Salary through the date of termination in accordance with the terms of this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive shall receive: (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior to two (2) years, during the fiscal year and through the date of termination; plus (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (ivor 2.00 times if within 2 years of a Change in Control) continue times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (d) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two 18 months (or two (2) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive during any further compensation or benefits from the Severance Period all medicalCompany, dental or other health except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and welfare benefits provided to by this Agreement is that Executive prior to his termination; providedcomplies with the obligations of non-competition, howevernon-solicitation of customers, that such benefits shall cease confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iii) in the event of terminationBoard.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive a monthly payment during terms of this Agreement and the Severance Period equal prorated portion of the Annual Bonus, to be calculated based on the quotient obtained by dividing (A) average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive: (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during hereunder are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the unvested portion of any awards previously granted to Executive under the Company’s Long Term without Cause pursuant to Section 7(a)(ii) aboveIncentive Compensation plan. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive shall have no further rights or claims against the Employer or its Affiliates except for the right to (i) continue to receive the monthly portion of the Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); terms of this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive shall receive: (ii) receive a monthly payment during the Severance Period equal to the quotient obtained by dividing (Aa) the prior year's annual bonus (for any Base Salary through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employer's normal payroll practices); terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (iii2) reimbursement of all business expenses properly incurred by years, during the Executive prior to fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of any unvested awards previously granted to Executive under the Company’s Long Term Incentive Compensation plan, subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (ivd) continue continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive during any further compensation or benefits from the Severance Period all medicalCompany, dental or other health except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and welfare benefits provided to by this Agreement is that Executive prior to his termination; providedcomplies with the obligations of non-competition, howevernon-solicitation of customers, that such benefits shall cease confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iii) in the event of terminationBoard.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during hereunder are terminated for the reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the unvested portion of any awards previously granted to Executive under the Company’s Long Term without Cause pursuant to Section 7(a)(ii) aboveIncentive Compensation plan. If this Agreement or the Executive's employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive shall have no further rights or claims against the Employer or its Affiliates except for the right to (i) continue to receive the monthly portion of the Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); terms of this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive shall receive: (ii) receive a monthly payment during the Severance Period equal to the quotient obtained by dividing (Aa) the prior year's annual bonus (for any Base Salary through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employer's normal payroll practices); terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (iii2) reimbursement of all business expenses properly incurred by years, during the Executive prior to fiscal year and through the date of termination plus; (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus (c) accelerated vesting of any unvested awards previously granted to Executive under the Company’s Long Term Incentive Compensation plan, subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus (ivd) continue continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive during any further compensation or benefits from the Severance Period all medicalCompany, dental or other health except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and welfare benefits provided to by this Agreement is that Executive prior to his termination; providedcomplies with the obligations of non-competition, howevernon-solicitation of customers, that such benefits shall cease confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement of all business expenses properly incurred by the Executive prior to the date of termination; and (iii) in the event of terminationBoard.

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive terms of this Agreement, a monthly payment during the Severance Period death benefit equal to one (1) times the quotient obtained by dividing (A) Executive’s Annual Base Salary, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board. 

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive terms of this Agreement, a monthly payment during the Severance Period death benefit equal to one (1) times the quotient obtained by dividing (A) Executive’s Annual Base Salary, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board. 

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive terms of this Agreement, a monthly payment during the Severance Period death benefit equal to one (1) times the quotient obtained by dividing (A) Executive’s Annual Base Salary, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior year's annual bonus two (for any 2) years, through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 1.50 (or 2.00 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 1.50 (or 2.00 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the 18 months (or two (2) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board. 

Payments After Termination. In If this Agreement or the event Employer terminates Executive's employment during the Term without Cause pursuant to Section 7(a)(ii) above, Executive shall have no further rights or claims against the Employer or its Affiliates except hereunder are terminated for the right to (i) continue to reasons set forth in Section 6.1 hereof, then the Executive's estate shall receive the monthly portion of the annual Base Salary during a severance period (through the "SEVERANCE PERIOD") ending on the earlier of (x) the expiration date of the Term or any Renewal Term and (y) the later of (1) December 31, 2000 or (2) 24 months from the Termination Date (such monthly portion of the Base Salary to be paid out ratably over the Severance Period termination in accordance with the Employer's normal payroll practices); (ii) receive terms of this Agreement, a monthly payment during the Severance Period death benefit equal to one (1)times the quotient obtained by dividing (A) Executive’s Annual Base Salary, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior year's annual bonus two (for any 2) years , through the date of termination during 1998 such annual bonus shall be deemed to be $150,000) by (B) twelve (12) (such amount to be payable in accordance with the Employerterms of this Agreement. If this Agreement or the Executive's normal payroll practices); (iii) reimbursement of all business expenses properly incurred by employment hereunder are terminated for the reasons set forth in Sections 6.2 hereof, then the Executive prior to shall receive the Base Salary through the date of termination; and (iv) continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive prior to his termination; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any business with which he obtains employment during the Severance Period. In the event of Executive's death or his permanent disability as determined pursuant to Section 7(a)(v) above, Executive shall have no further rights or claims against the Employer or its Affiliates except for (i) the right to receive a monthly portion of his base salary under Section 6(a) above for a period of six (6) months following the date of Executive's termination (the "DEATH/DISABILITY PERIOD") payable ratably over the Death/Disability Period in accordance with the Employer's normal payroll practices; (ii) reimbursement terms of all business expenses properly incurred by this Agreement. If this Agreement is terminated pursuant to Section 6.3 or 6.4 hereof, then the Executive prior to shall receive:  (a) the Base Salary through the date of termination in accordance with the terms of this Agreement, and the prorated portion of the Annual Bonus, to be calculated based on the average bonus paid over the prior two (2) years, during the fiscal year and through the date of termination plus;  (b) a severance payment in an amount that equals 2.00 (or 2.99 times if within 2 years of a Change in Control) times the Executive’s annual Base Salary and 2.00 (or 2.99 times if within 2 years of a Change in Control) times Annual Bonus opportunity at the time of the termination; plus  (c) accelerated vesting of granted but not vested Incentive Stock Options and Restricted Shares subject to the definitions, terms, and conditions of the Plan or plan by which their award is authorized; plus  (iiid) continuation of health insurance, life insurance, dental insurance and other benefits received at the time of separation from the Company through the two (2) years (or three (3) years if within 2 years of a Change in Control) following the event year in which termination occurs. Subsequent to Termination, the Executive shall not be entitled to receive any further compensation or benefits from the Company, except as expressly provided by this Agreement. A condition to the Company’s obligation to provide the severance payments and benefits provided by this Agreement is that Executive complies with the obligations of terminationnon-competition, non-solicitation of customers, confidentiality and non-disclosure referenced in Section 8 of this Agreement and provided for by Florida law and execute a general release in a form acceptable to the Board.