Common use of Payments at Termination Clause in Contracts

Payments at Termination. (a) Upon (i) termination of this Agreement by the Company under Section 3(c) titled "Without Cause" or (ii) termination of this Agreement by Executive under Section 3(f) titled "For Good Reason by the Executive," Executive shall receive monthly payments equal to his Base Salary prior to termination ("Applicable Base Salary") through the termination date of this Agreement or for a period of eighteen (18) months, whichever is longer, beginning in the month next following such termination. In either case Executive shall receive all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The monthly payments provided for in this Section 4(a) shall be paid in accordance with the Company's normal payroll schedule, less applicable tax withholdings for state and federal taxes and other deductions required by law and shall not be reduced by compensation the Executive may receive from other sources. In either such case of termination, all unexercised options granted pursuant to the Company's stock option plan (the "Plan") shall vest and become exercisable on the day of termination. For any such non-statutory stock option or incentive stock option, the period for exercise of the option shall continue for the shorter of the maximum length of time the option is exercisable under the Plan as though the service of Executive had not terminated, and three (3) years after the date of termination of service, provided, however, that if the existence of this sentence would cause any incentive stock option not to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, ("Section 422") at any time prior to ninety (90) days after termination of employment as provided in Section 422, this sentence shall be null and void as to such incentive stock option. (b) If the Company terminates this Agreement due to disability, under Section 3(d) titled "Disability or Death," Executive or his estate shall receive the disability payments provided for by the Company's disability insurance policy. (c) If Executive terminates this Agreement without cause under Section 3(b), titled "Voluntary", or if this Agreement is terminated under Section 3(a), titled "Mutual Agreement," or if this Agreement is terminated by the Company under Section 3(e) titled "For Cause by the Company," Executive shall not be entitled to any further payments except unreimbursed expenses to the date of termination as provided herein and any accrued compensation and as provided in Section 4(d). (d) In each of the foregoing cases, termination is the date of actual termination, not the date notice of termination is given. Other than payments owing under a provision providing for payments at a different time, all payments for accrued unpaid monthly compensation shall be made within ten (10) days after the end of the month following the month in which termination occurred and all payments for reimbursement shall be made within forty-five (45) days after the end of the month following the month in which termination occurred. (e) Unless specified otherwise in any bonus plan or bonus agreement, if termination occurs during a bonus period pursuant to Section 3(c). titled "Without Cause" or Section 3(f) titled "For Good Reason by the Executive," or Section 3(d) titled "Disability or Death," and based upon the results of the full bonus period the bonus would have been earned, any bonus which would have been earned shall be based upon the number of calendar days in such bonus period which have elapsed at the date of termination. Unless specified otherwise in any such bonus plan or bonus agreement, if Executive is terminated "For Cause by the Company" (Section 4(e)), or Executive terminates without Cause (Section 4(c).) or Executive after termination violates a confidentiality, covenant not to compete, or "no hire" or "no raid" agreement with the Company, its parent (if any) or a direct or indirect Company subsidiary or affiliate, then the Company shall have no obligation to pay any earned or unearned bonus or the payments provided for in the first sentence of Section 4(a) hereof. (f) The foregoing rights in this Section 4 are Executive's exclusive rights to payment from the Company in the event of termination of this Agreement except for amounts which the Company is required to pay under applicable statute or regulation, payments under insurance policies, and payments owing under other written agreement(s) (if any) between the Company and Executive.

Payments at Termination. (a) A. Upon (i) termination of this Agreement by the Company under Section 3(c) Subsection 3.C. titled "Without Cause" or (ii) termination of this Agreement by Executive Consultant under Section 3(f) Subsection 3.F. titled "For Good Reason Cause by the ExecutiveConsultant," Executive Consultant shall receive monthly payments equal to his last Base Salary Fee prior to termination ("Applicable Base SalaryFee") through the termination date of this Agreement or for a period of eighteen (18) months, whichever is longer, months beginning in the month next following such termination. In either case Executive Consultant shall receive all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The monthly payments provided for in this Section 4(a) Subsection shall be paid in accordance with on a monthly basis on the Company's normal payroll schedule, less applicable tax withholdings for state and federal taxes and other deductions required by law first of each month and shall not be reduced by compensation the Executive Consultant may receive from other sources. In either such case of termination, all unexercised options granted pursuant to the Company's stock option plan 1999 Stock Option/Stock Issuance Plan (the "1999 Plan") shall vest and become exercisable on the day of termination. For any such non-statutory stock option or incentive stock option, the period for exercise of the option shall continue for the shorter of the maximum length of time the option is exercisable under the Company's 1999 Plan as though the service of Executive Consultant had not terminated, and three (3) years after the date of termination of service, provided, however, that if the existence of this sentence would cause any incentive stock option not to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, ("Section 422") at any time prior to ninety (90) days after termination of employment as provided in Section 422, this sentence shall be null and void as to such incentive stock option. (b) B. If the Company terminates this Agreement due to disability, under Section 3(d) titled "Disability or Death," Executive or his estate shall receive the disability payments provided for by the Company's disability insurance policy. (c) If Executive Consultant terminates this Agreement without cause under Section 3(b)Subsection 3.B., titled "Voluntary", or if this Agreement is terminated under Section 3(a)Subsection 3.A., titled "Mutual Agreement," or if this Agreement is terminated by the Company under Section 3(e) Subsection 3.E. titled "For Breach or Cause by the Company," Executive Consultant shall not be entitled to any further payments except unreimbursed expenses to the date of termination as provided herein and any accrued compensation and as provided in Section 4(d).4.C. (d) C. In each of the foregoing cases, termination is the date of actual termination, not the date notice of termination is given. Other than payments owing under a provision providing for payments at a different time, all payments for accrued unpaid monthly compensation shall be made within ten (10) days after the end of the month following the month in which termination occurred and all All payments for reimbursement shall be made within forty-five (45) days after the end of the month following the month in which termination occurred. (e) D. Unless specified otherwise in any the bonus plan or bonus agreement, if termination occurs during a the bonus period pursuant to Section 3(c). Subsection 3.C. titled "Without Cause" or Section 3(f) Subsection 3.F. titled "For Good Reason Cause by the ExecutiveConsultant," or Section 3(d) Subsection 3.D. titled "Disability or Death," and based upon the results of the full bonus period the bonus would have been earned, any bonus which would have been earned shall be based upon the number of calendar days in such bonus period which have elapsed at the date of termination. Unless specified otherwise in any such the bonus plan or bonus agreement, if Executive Consultant is terminated "For Cause by the Company," (Section 4(e)), or Executive Consultant terminates without Cause (Section 4(c).) or Executive Consultant after termination violates a confidentiality, covenant not to compete, or "no hire" or "no raid" agreement with the Company, its parent (if any) or a direct or indirect Company subsidiary or affiliate, then the Company shall have no obligation to pay any earned or unearned bonus or the payments provided for in the first sentence of Section 4(a) 4.A. hereof. (f) E. If this Agreement is operating under the month-to-month provision of Section 1, any payment for unpaid future compensation shall in any case be limited to the remainder of the month in which termination occurs, except as provided in Subsection 4.D. F. The foregoing rights in this Section 4 are ExecutiveConsultant's exclusive rights to payment from the Company in the event of termination of this Agreement except for amounts which the Company is required to pay under applicable statute or regulation, payments under insurance policies, and payments owing under other written agreement(s) (if any) between the Company and ExecutiveConsultant.

Payments at Termination. (a) Upon (i) termination of this Agreement by the Company under Section 3(c) titled "Without Cause" ", including upon the Company's delivery of the Term Termination Notice to Executive or (ii) termination of this Agreement by Executive under Section 3(f) titled "For Good Reason by the Executive," Executive shall receive monthly payments equal to his Base Salary prior to termination ("Applicable Base Salary") through the termination date of this Agreement or for a period of eighteen (18) months, whichever is longer, beginning in the month next following such termination. In either case Executive shall receive all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The monthly payments provided for in this Section 4(a) shall be paid in accordance with the Company's normal payroll schedule, less applicable tax withholdings for state and federal taxes and other deductions required by law and shall not be reduced by compensation the Executive may receive from other sources. In either such case of termination, all unexercised options granted pursuant to the Company's 2000 Plan or any other Company stock option plan (the "Plan") ), including the Initial Stock Options, shall vest and become exercisable on the day of terminationtermination (and any shares purchasable thereunder shall no longer be subject to any repurchase rights by the Company, if any). For any such non-statutory stock option or incentive stock option, the period for exercise of the option shall continue for the shorter of the maximum length of time the option is exercisable under the Plan as though the service of Executive had not terminated, and three (3) years after the date of termination of service, provided, however, that if the existence of this sentence would cause any incentive stock option not to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, ("Section 422") at any time prior to ninety (90) days after termination of employment as provided in Section 422, this sentence shall be null and void as to such incentive stock option. (b) If the Company terminates this Agreement due to disability, under Section 3(d) titled "Disability or Death," Executive or his estate shall receive the disability payments provided for by the Company's disability insurance policy. (c) If Executive terminates this Agreement without cause under Section 3(b), titled "Voluntary", or if this Agreement is terminated under Section 3(a), titled "Mutual Agreement," or if this Agreement is terminated by the Company under Section 3(e) titled "For Cause by the Company," Executive shall not be entitled to any further payments except unreimbursed expenses to the date of termination as provided herein and any accrued compensation and as provided in Section 4(d). (d) In each the event of the foregoing casestermination of Executive's employment under Section 4(a), (b) or (c), termination is the date of actual termination, not the date notice of termination is given. Other than payments owing under a provision providing for payments at a different time, all payments for accrued unpaid monthly compensation shall be made within ten (10) days after the end of the month following the month in which termination occurred and all payments for reimbursement shall be made within forty-five (45) days after the end of the month following the month in which termination occurred. (e) Unless specified otherwise in any bonus plan or bonus agreement, if termination occurs during a bonus period pursuant to Section 3(c). ) titled "Without Cause" or Section 3(f) titled "For Good Reason by the Executive," or Section 3(d) titled "Disability or Death," and based upon the results of the full bonus period the bonus would have been earned, any bonus which would have been earned shall be based upon the number of calendar days in such bonus period which have elapsed at the date of termination. Unless specified otherwise in any such bonus plan or bonus agreement, if Executive is terminated "For Cause by the Company" (Section 4(e3(e)), or Executive terminates without Cause voluntarily (Section 4(c).3(b) or Executive after termination violates a confidentiality, covenant not to compete, or "no hire" or "no raid" agreement with the Company, its parent (if any) or a direct or indirect Company subsidiary or affiliate, then the Company shall have no obligation to pay any earned or unearned bonus or the payments provided for in the first sentence of Section 4(a4(e) hereof. (f) The foregoing rights in this Section 4 are Executive's exclusive rights to payment from the Company in the event of termination of this Agreement except for amounts which the Company is required to pay under applicable statute or regulation, payments under insurance policies, and payments owing under other written agreement(s) (if any) between the Company and Executive. (g) Employment at Will After Termination of Agreement. If, upon the termination of this Agreement pursuant to Section 3, the parties to this Agreement agree that Executive shall remain employed by the Company, then Executive's employment with the Company will continue in accordance with, and subject to, the terms and conditions of this Agreement, except that Executive's continued employment will not be for any specific term but will be at-will and either the Company or Executive may terminate the employment relationship at any time for any reason whatsoever. If the Company then terminates the employment of Executive pursuant to Section 3(c) or Executive terminates the relationship for Good Reason pursuant to Section 3(f), Executive shall be entitled to his salary and bonus through the date of termination. If the Company terminates the employment of Executive for Cause pursuant to Section 3(e) or Executive voluntarily terminates his employment pursuant to Section 3(b), Executive shall be entitled to his salary through the date of termination and no bonus payments.

Payments at Termination. (a) A. Upon (i) termination of this Agreement by the Company under Section 3(c) Subsection 3.C. titled "Without Cause" or (ii) termination of this Agreement by Executive Employee under Section 3(f) Subsection 3.F. titled "For Good Reason Cause by the ExecutiveEmployee," Executive Employee shall receive monthly payments equal to his last Base Salary prior to termination ("Applicable Base Salary") through the termination date of this Agreement or for a period of eighteen (18) months, whichever beginning in the month next following such termination, provided, however, if termination is longer, Without Cause under Section 16 Employee shall only receive monthly payments equal to his Applicable Base Salary for a period of twelve (12) months beginning in the month next following such termination. In either case Executive Employee shall receive all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The monthly payments provided for in this Section 4(a) Subsection shall be paid in accordance with on a monthly basis on the Company's normal payroll schedule, less applicable tax withholdings for state and federal taxes and other deductions required by law first of each month and shall not be reduced by compensation the Executive Employee may receive from other sources. In either such case of termination, all unexercised options granted pursuant to the Company's stock option plan Incentive Stock Option Agreement dated February 14, 1997 and the Non-Statutory Stock Option Agreement dated February 14, 1997 (collectively the "PlanOption Agreements") shall vest and become exercisable on the day of termination. For any such nonNon-statutory stock option Statutory Stock Option or incentive stock optionIncentive Stock Option, the period for exercise of the option shall continue for the shorter of the maximum length of time the option is exercisable under the Company's 1997 Stock Option Plan as though the service employment of Executive Employee had not terminated, and three (3) years after the date of termination of serviceemployment, provided, however, that if the existence of this sentence would cause any incentive stock option Incentive Stock Option not to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, ("Section 422") at any time prior to ninety (90) days after termination of employment as provided in Section 422, this sentence shall be null and void as to such incentive stock optionIncentive Stock Option. (b) B. The Company shall provide life insurance on Employee as provided in Subsection 5.B. hereof. If the Company terminates this Agreement upon the death of Employee, under Subsection 3.D. titled "Disability or Death," the entire proceeds of such insurance shall be payable to the beneficiary designated by Employee, or to Employee's estate, plus all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The payments provided for in this Subsection shall not be reduced by compensation the Employee may receive from other sources. C. If the Company terminates this Agreement due to disability, under Section 3(d) Subsection 3.D. titled "Disability or Death," Executive Employee or his estate shall receive the disability payments provided for by the Company's disability insurance policy. The Company shall maintain a disability insurance policy providing for payments at the rate of sixty percent (60%) of his Applicable Base Salary or the maximum legal amount, whichever is less, until the earlier of the end of disability, Employee's death or the date Employee attains 65 years of age. If the Company terminates this Agreement due to disability, under Subsection 3.D. titled "Disability or Death," the Company shall also pay all accrued compensation and unreimbursed expenses to the date of termination as provided herein. The monthly payments provided for in this Subsection shall be paid at such times payments are made under the disability policy provided for in this Subsection. Except as required by such policy or applicable law, payments shall not be reduced by compensation the Employee may receive from other sources. (c) D. If Executive Employee terminates this Agreement without cause under Section 3(b)Subsection 3.B., titled "Voluntary", or if this Agreement is terminated under Section 3(a)Subsection 3.A., titled "Mutual Agreement," or if this Agreement is terminated by the Company under Section 3(e) Subsection 3.E. titled "For Breach or Cause by the Company," Executive Employee shall not be entitled to any further payments except unreimbursed expenses to the date of termination as provided herein and any accrued compensation and as provided in Section 4(d).4.E. (d) E. In each of the foregoing cases, termination is the date of actual termination, not the date notice of termination is given. Other than payments owing under a provision providing for payments at a different time, all payments for accrued unpaid monthly compensation shall be made within ten (10) days after the end of the month following the month in which termination occurred and all payments for reimbursement shall be made within forty-five (45) days after the end of the month following the month in which termination occurred. (e) F. Unless specified otherwise in any the bonus plan or bonus agreement, if termination occurs during a the bonus period pursuant to Section 3(c). Subsection 3.C. titled "Without Cause" or Section 3(f) Subsection 3.F. titled "For Good Reason Cause by the ExecutiveEmployee," or Section 3(d) Subsection 3.D. titled "Disability or Death," and based upon the results of the full bonus period the bonus would have been earned, any bonus which would have been earned shall be based upon the number of calendar days in such bonus period which have elapsed at the date of termination. Unless specified otherwise in any such the bonus plan or bonus agreement, if Executive Employee is terminated "For Cause by the Company" (Section 4(e)Subsection 4.E.), or Executive Employee terminates without Cause (Section 4(c).Subsection 4.C.) or Executive Employee after termination violates a confidentiality, covenant not to compete, or "no hire" or "no raid" agreement with the Company, its parent (if any) or a direct or indirect Company subsidiary or affiliate, then the Company shall have no obligation to pay any earned or unearned bonus or the payments provided for in the first sentence of Section 4(a) 4.A. hereof. (f) G. If this Agreement is operating under the month-to-month provision of Section 1, any payment for unpaid future compensation shall in any case be limited to the remainder of the month in which termination occurs, except as provided in Subsections 4.A., 4.B., 4.C. or 4.F. H. The foregoing rights in this Section 4 are ExecutiveEmployee's exclusive rights to payment from the Company in the event of termination of this Agreement except for amounts which the Company is required to pay under applicable statute or regulation, payments under insurance policies, and payments owing under other written agreement(s) (if any) between the Company and ExecutiveEmployee.