Common use of Severance Payment and Equity Compensation Clause in Contracts

Severance Payment and Equity Compensation. (a) The Executive shall be entitled to receive a severance payment from the Company as provided herein (the “Severance Payment”) if the Executive has a Separation of Service within the first twelve (12) month period after the occurrence of a Change in Control, by reason of either: (i) The Executive’s voluntary resignation of his or her employment with the Company for Good Reason pursuant to Section 1(c); or (ii) The Company’s discharge of the Executive from employment with the Company for any reason other than Just Cause, death, or Total Disability. For all purposes under this Agreement, the amount of the Severance Payment shall be equal to two times (2X) the sum of Annual Base Salary, plus a pro rata portion of the Executive’s Termination Bonus for the year in which Executive’s employment is terminated based on the number of entire months of such year that have elapsed through the date of Executive’s termination of employment as a fraction of twelve (12), plus a cash payment of $43,500 for all Company group health benefits. The Severance Payment shall be distributable upon Executive’s Separation from Service as follows: (iii) the portion thereof that does not exceed the Exemption Limit shall satisfy the involuntary separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be exempt from Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of Executive’s Separation from Service, and (iv) the remaining portion (if any) shall be subject to and shall comply with Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of the Executive’s Separation from Service; provided, however, that, if Executive is a Specified Employee on the date of the Executive’s Separation from Service, such payment shall be paid within the ten (10) day period following the earlier of (x) the expiration of the six (6) month period commencing on the date of the Executive’s Separation from Service and (y) the date of Executive’s death. Except as may be provided under Sections 2(b) and 2(c), the Severance Payment shall be in lieu of any other post-termination employment payments.

Severance Payment and Equity Compensation. (a) The Executive shall be entitled to receive a severance payment from the Company as provided herein (the “Severance Payment”) if the Executive has a Separation of Service within the first twelve (12) month period after the occurrence of a Change in Control, by reason of either: (i) The Executive’s voluntary resignation of his or her employment with the Company for Good Reason pursuant to Section 1(c1(d); or (ii) The Company’s discharge of the Executive from employment with the Company for any reason other than Just Cause, death, or Total Disability. For all purposes under this Agreement, the amount of the Severance Payment shall be equal to two times (2X) the sum of Annual Base Salary, plus a pro rata portion of the Executive’s Termination Target Bonus for the year in which Executive’s employment is terminated based on the number of entire months of such year that have elapsed through the date of Executive’s termination of employment as a fraction of twelve (12), plus a cash payment of $43,500 50,000 for all Company group health benefits. The Severance Payment shall be distributable upon Executive’s Separation from Service as follows: (iii) the portion thereof that does not exceed the Exemption Limit shall satisfy the involuntary separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of Executive’s Separation from Service, and (iv) the remaining portion (if any) shall be subject to and shall comply with Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of the Executive’s Separation from Service; provided, however, that, if Executive is a Specified Employee on the date of the Executive’s Separation from ServiceS ervice, such payment shall be paid within the ten (10) day period following the earlier of (x) the expiration of the six (6) month period commencing on the date of the Executive’s Separation from Service and (y) the date of Executive’s death. Except as may be provided under Sections 2(b) and 2(c), the Severance Payment shall be in lieu of any other post-termination employment payments.

Severance Payment and Equity Compensation. (a) The Executive shall be entitled to receive a severance payment from the Company as provided herein (the “"Severance Payment”") if the Executive has a Separation of Service within the first twelve thirty-six (1236) month period after the occurrence of a Change in Control, by reason of either: (i) The Executive’s voluntary resignation of Executive voluntarily resigns his or her employment with the Company for Good Reason pursuant to within sixty (60) days after the Executive becomes aware of the occurrence of an event specified in Section 1(c1(d); or (ii) The Company’s discharge of Company terminates the Executive from Executive's employment with the Company for any reason other than Just Cause, death, death or Total Disability. For all purposes under this Agreement, the amount of the Severance Payment shall be equal to two 1.25 times (2X) the sum of Annual Base Salary, plus a pro rata portion of the Executive’s Termination Bonus for the year 's annual base salary, as in which Executive’s employment is terminated based on the number of entire months of such year that have elapsed through the date of Executive’s termination of employment as a fraction of twelve (12), plus a cash payment of $43,500 for all Company group health benefits. The Severance Payment shall be distributable upon Executive’s Separation from Service as follows: (iii) the portion thereof that does not exceed the Exemption Limit shall satisfy the involuntary separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be exempt from Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of Executive’s Separation from Service, and (iv) the remaining portion (if any) shall be subject to and shall comply with Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of the Executive’s Separation from Service; provided, however, that, if Executive is a Specified Employee effect on the date of the termination of Executive’s Separation from Service's employment (or if Executive's salary was greater, on September 30, 2002). If Executive is entitled to a Severance Payment, then such Severance Payment shall be made in monthly substantially equal cash pro-rata payments on the first business day of each month over a 15 month period until the Severance Payment is paid in full. The first such monthly payment shall be paid within in the month immediately following the date Executive becomes entitled to a Severance Payment. Notwithstanding the prior two sentences, if any equity financing by the Company (or any equity financing by any successor to the Company or the entity which is the parent entity of the Company following the Change in Control) occurs on or after the date that a contemplated Change in Control is publicly announced, and Executive is then entitled to a Severance Payment, then, at the election of the Executive, which may be exercised by written notice to the Company at any time thereafter, any unpaid portion of the Severance Payment shall be paid in full in an accelerated manner by a single cash lump sum payment. This accelerated cash lump sum payment shall be paid to Executive not later than ten (10) day period business days following the earlier of (x) Executive's election to receive the expiration of the six (6) month period commencing on the date of the Executive’s Separation from Service and (y) the date of Executive’s deathcash lump sum payment. Except as may be provided under Sections 2(b) and 2(c), the Severance Payment shall be in lieu of any other post-termination of employment payments.

Severance Payment and Equity Compensation. (a) The Subject to Section 2(e), the Executive shall be entitled to receive a severance payment from the Company as provided herein (the “"Severance Payment”") if the Executive has a Separation of Service within the first twelve thirty-six (1236) month period after the occurrence of a Change in Control, by reason of either: (i) The Executive’s voluntary resignation of Executive voluntarily resigns his or her employment with the Company for Good Reason pursuant to within sixty (60) days after the Executive becomes aware of the occurrence of an event specified in Section 1(c1(d); or (ii) The Company’s discharge of Company terminates the Executive from Executive's employment with the Company for any reason other than Just Cause, death, death or Total Disability. For all purposes under this Agreement, the amount of the Severance Payment shall be equal to two 1.5 times (2X) the sum of Annual Base SalaryExecutive's annual base salary, plus a pro rata portion as in effect on the date of the termination of Executive’s Termination Bonus for 's employment (or if Executive's salary was greater, on September 30, 2002), plus, if Executive becomes entitled to the year Severance Payment prior to June 1, 2003, an amount equal to Executive's monthly base salary, as in which effect on the date of the termination of Executive’s 's employment is terminated based (or if Executive's salary was greater, on September 30, 2002), multiplied by the number of entire months of (prorated for partial months) prior to June 1, 2003 that Executive becomes entitled to the Severance Payment. If Executive is entitled to a Severance Payment, then such year that have elapsed through the date of Executive’s termination of employment as a fraction of twelve (12), plus a cash payment of $43,500 for all Company group health benefits. The Severance Payment shall be distributable upon Executive’s Separation from Service as follows: (iii) made in monthly substantially equal cash pro-rata payments on the portion thereof that does not exceed first business day of each month over an 18-month period until the Exemption Limit shall satisfy the involuntary separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be exempt from Section 409A of the Code and Severance Payment is paid in full. The first such monthly payment shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after month immediately following the date of Executive’s Separation from Service, and (iv) the remaining portion (if any) shall be subject Executive becomes entitled to and shall comply with Section 409A of the Code and shall be paid in a lump sum payment within the ten (10) day period commencing on the 60th day after the date of the Executive’s Separation from ServiceSeverance Payment; provided, however, that, if Executive is a Specified Employee on that at the date election of the Executive’s Separation from Service, such which may be exercised by written notice to the Company at any time thereafter, any unpaid portion of the Severance Payment shall be paid in full in an accelerated manner by a single cash lump sum payment. This accelerated cash lump sum payment shall be paid within the to Executive not later than ten (10) day period business days following the earlier of (x) Executive's election to receive the expiration of the six (6) month period commencing on the date of the Executive’s Separation from Service and (y) the date of Executive’s deathcash lump sum payment. Except as may be provided under Sections 2(b), 2(c) and 2(c2(d), the Severance Payment shall be in lieu of any other post-termination of employment payments.