Common use of Severance Benefits Upon Certain Terminations Clause in Contracts

Severance Benefits Upon Certain Terminations. If during the Employment Period the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve months after the Date of Termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination). (ii) The Company shall continue to provide the Executive with group health benefits pursuant to COBRA (the “Group Health Benefits”) for twelve months after the Date of Termination, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any period when the Executive is eligible to receive any such benefits under another employer-provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan; (iii) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (iv) Receipt of severance benefits is conditioned on Executive’s execution and delivery of a separation agreement including a general release of claims, in a form acceptable to the Company, and on Executive’s strict compliance with the Employee Confidential Information, Noncompetition and Ownership Agreement substantially in the form attached.

Severance Benefits Upon Certain Terminations. If during the Employment Period the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve months after the Date of Termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination). (ii) The Company shall pay the Executive a lump sum amount equal to the average of the annual bonuses paid to the Executive for the three years immediately preceding the year of the Date of Termination. If no bonus was paid to the Executive for the year immediately preceding the year of the Date of Termination, the Bonus Amount shall be calculated at fifty percent (50%) of Base Salary. (iii) The Company shall continue to provide the Executive with group health benefits pursuant to COBRA (the “Group Health Benefits”) for twelve months after the Date of Termination, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any period when the Executive is eligible to receive any such benefits under another employer-provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan;. (iiiiv) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (ivv) Receipt of severance benefits is conditioned on Executive’s execution and delivery of a separation agreement including a general release of claims, in a form acceptable to the Company, and on Executive’s strict compliance with the Employee Confidential Information, Noncompetition and Ownership Agreement substantially in the form attachedConfidentiality Agreement.

Severance Benefits Upon Certain Terminations. If during the Employment Period the Executive’s 's -------------------------------------------- employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve months after the Date of Termination, the The Company shall continue to pay the Executive the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination)., for twelve months after the, Date of Termination, (ii) The Company shall continue to provide the Executive with group health benefits pursuant to COBRA (the “"Group Health Benefits”") for twelve months after the Date of Termination, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any -------- period when the Executive is eligible to receive any such benefits under another employer-employer provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan; (iii) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (iv) Receipt of severance In addition to the compensation or benefits is conditioned on Executive’s execution described in subsections 6(e)(i). (ii) and delivery (iii), in the event of a termination within two years after a corporate Change in Control, either by the Company without Cause or by the Executive for Good Reason, (A) the Executive shall be entitled to a one-time separation agreement including a general release payment of claims$250,000, in a form acceptable payable within seven days after the Date of Termination and (B) stock options previously granted to the Company, Executive will become vested and on Executive’s strict compliance with the Employee Confidential Information, Noncompetition and Ownership Agreement substantially exercisable as described in the form attachedSection 5(d)(iii).

Severance Benefits Upon Certain Terminations. If during the Employment Period the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve six months after the Date of Termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination). (ii) The Company shall continue to provide the Executive with group health benefits pursuant to COBRA (the “Group Health Benefits”) for twelve months after the Date of Termination, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any period when the Executive is eligible to receive any such benefits under another employer-provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan; (iii) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (iv) Receipt of severance benefits is conditioned on Executive’s execution and delivery of a separation agreement including a general release of claims, in a form acceptable to the Company, and on Executive’s strict compliance with the Employee Confidential Information, Noncompetition and Ownership Agreement substantially in the form attached.

Severance Benefits Upon Certain Terminations. If during the Employment Period the Executive’s employment is terminated by the Company without Cause or by the Executive for with or without Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve months after After the Date of Termination, the Company shall continue to pay the Executive Executive, (A) the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination) until the last day of the applicable Employment Period (i.e. July 10th) (the “Severance Period”) and (B) in the event the Date of Termination is prior to April 1st in any year of the Employment Period, any unpaid Annual Bonus amount for the immediately prior calendar year (the “Bonus Amount”). (ii) The During the Severance Period, the Company shall continue to provide pay for the Executive with Executive’s group health benefits on the terms and conditions applicable to active employees of the Company pursuant to COBRA (the “Group Health Benefits”) provided the Executive is eligible for twelve months after the Date of Terminationsuch COBRA coverage, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any period when the Executive is eligible to receive any such benefits under another employer-provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan; (iii) Notwithstanding any terms to the contrary in the applicable option plan or option agreements, stock options previously granted to the Executive that have vested as of the Date of Termination (or final day of the Employment Period if the Executive is employed until the last day of the Employment Period and this Agreement expires by its terms and is not renewed), shall remain exercisable for fifty days after the first anniversary of the Effective Date of the relevant Employment Period (i.e. August 30, 2004), provided that termination is not for Cause. (iv) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (ivv) Receipt Notwithstanding any other provision of this Agreement, receipt of severance benefits benefits, or any Annual Bonus, is conditioned on Executive’s execution and delivery of a separation agreement including a general release of claims, in a form acceptable to the Company, and on Executive’s strict compliance with the his Employee Confidential Information, Noncompetition and Ownership Agreement substantially in the form attacheddated August 1, 2001.

Severance Benefits Upon Certain Terminations. If during the -------------------------------------------- Employment Period the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any further compensation or benefits provided for under this Agreement except as follows: (i) For a period of twelve months after the Date of Termination, the The Company shall continue to pay the Executive the Base Salary at the rate in effect immediately before the Date of Termination (but, in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination)., for twelve months after the Date of Termination, (ii) The Company shall continue to provide the Executive with group health benefits pursuant to COBRA (the “"Group Health Benefits”") for twelve months after the Date of Termination, and shall provide the Executive with information and access to enable the Executive to continue COBRA coverage thereafter for the maximum permitted duration at the Executive’s expense; provided, that during any period when the Executive is eligible to receive any such benefits under another employer-provided plan or a government plan, the Group Health Benefits or substitute benefits provided by the Company under this clause may be made secondary to those provided under such other plan; (iii) The Company shall pay the Executive any amounts that have been earned but not yet paid under Section 5 hereof. (iv) Stock options previously granted to the Executive may become vested and exercisable as described in Section 5(c). (v) Receipt of severance benefits is conditioned on Executive’s 's execution and delivery of a separation agreement including a general release of claims, in a form acceptable to the Company, and on Executive’s 's strict compliance with the Employee Confidential InformationNon-Competition, Noncompetition Non-Solicitation and Ownership Confidentiality Agreement substantially in the form attached.attached hereto as Exhibit B.