Common use of SEVERANCE PAYMENTS AND BENEFITS UPON A QUALIFIED TERMINATION Clause in Contracts

SEVERANCE PAYMENTS AND BENEFITS UPON A QUALIFIED TERMINATION. (a) Omtool will provide you with the severance payments listed below only in the event of a Qualified Termination and provided that you execute a separation agreement and general release in a form acceptable to the Company, except that the release will not effect your rights to indemnification, any rights under applicable directors and officers liability insurance, or vested benefits (if any), and provided that you continue to adhere to any post-termination obligations including, but not limited to, any non-competition, non-disclosure and non-solicitation covenants. A “Qualified Termination” means your employment is terminated by the Company without “Cause” or by you for “Good Reason,” in either case only within the first twelve months after a Change of Control of the Company. A termination of your employment will not constitute a “Qualified Termination” if your employment is terminated at any time because (i) you die or become Disabled, (ii) Omtool terminates you for “Cause,” (iii) you resign or retire without “Good Reason”, or (iv) the Company files for bankruptcy. In addition, a termination of your employment will not constitute a “Qualified Termination” if you resign with “Good Reason” or you are terminated without “Cause” before a Change of Control.

SEVERANCE PAYMENTS AND BENEFITS UPON A QUALIFIED TERMINATION. (a) Omtool will provide you with the severance payments listed below only in the event of a Qualified Termination and provided that you execute a separation agreement and general release agreement in a form acceptable to the Company, except that the release will not effect your rights to indemnification, any rights under applicable directors and officers liability insurance, indemnification or vested benefits (if any)Benefits, and provided that you continue to adhere to any post-termination obligations including, but not limited to, any non-competition, non-disclosure and non-solicitation covenants. A “Qualified Termination” means your employment is terminated by the Company without “Cause” or by you for “Good Reason,” in either case only (i) within the first twelve months year of your employment, or (ii) anytime after a Change of Control of the Company. A termination of your employment will not constitute a “Qualified Termination” if your employment is terminated at any time because (i) you die or become Disabled, (ii) Omtool terminates you for “Cause,” (iii) you resign or retire without “Good Reason”, or (iv) the Company files for bankruptcy. In addition, a termination of your employment will not constitute a “Qualified Termination” if you resign with “Good Reason” or you are terminated without “Cause” after the first year of your employment but before a Change of Control., or (v) the Company files for

SEVERANCE PAYMENTS AND BENEFITS UPON A QUALIFIED TERMINATION. (a) Omtool will provide you with the severance payments listed below only in the event of a Qualified Termination and provided that you execute a separation agreement and general release agreement in a form acceptable to the Company, except that the release will not effect your rights to indemnification, any rights under applicable directors and officers liability insurance, indemnification or vested benefits (if any)Benefits, and provided that you continue to adhere to any post-termination obligations including, but not limited to, any non-competition, non-disclosure and non-solicitation covenants. A “Qualified Termination” means your employment is terminated by the Company without “Cause” or by you for “Good Reason,” in either case only (i) within the first twelve eighteen months of your employment, or (ii) anytime after a Change of Control of the Company. A termination of your employment will not constitute a “Qualified Termination” if your employment is terminated at any time because (i) you die or become Disabled, (ii) Omtool terminates you for “Cause,” (iii) you resign or retire without “Good Reason”, or (iv) the Company files for bankruptcy. In addition, a termination of your employment will not constitute a “Qualified Termination” if you resign with “Good Reason” or you are terminated without “Cause” after the first eighteen months of your employment but before a Change of Control, or (v) the Company files for bankruptcy.