Common use of Termination By Company For Any Other Reason Clause in Contracts

Termination By Company For Any Other Reason. In the event that Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 4(b) or 4(c) hereof, then the Company shall pay to Executive, within thirty (30) days of the date of such termination, the Base Salary through such date of termination and, in lieu of any further compensation and benefits for the balance of the Agreement Term, severance pay equal to one of the following circumstances: if Executive is terminated within: (t) the first month of the Term, then eleven (11) months of Base Salary; (u) the second month of the Term, then ten (10) months of the Base Salary; (v) the third month of the Term, then nine (9) months of the Base Salary; (w) the fourth month of the Term, then eight (8) months of the Base Salary; (x) the fifth month of the Terms, then seven (7) months of the Base Salary; (y) the sixth month of the Terms, then six (6) months of the Base Salary; and (z) any time after the sixth month of the commencement of the Term but before the last six (6) months of the Term, then six (6) of the Base Salary (for purposes of convenience only, the respective time period for severance will be referred to as "Severance Period"). The respective severance payments will be paid at the times and in the amounts such Base Salary would have been paid. Under such circumstances, except as set forth below, for the balance of the respective Severance Period, Executive shall also continue to participate in and receive the benefits and perquisites provided for above (but not including any bonus or stock options) to the same extent as if the Executive's employment had not been terminated; provided, however, that in the event that Executive shall breach any of the duties, obligations, and/or promises hereunder including but not limited to Sections 5 and 7, in addition to any other remedies the Company may have in the event Executive breaches this Agreement, the Company's obligation pursuant to this Section 4(d) to continue such salary, benefits and perquisites shall cease and Executive's right thereto shall terminate and shall be forfeited. Executive agrees and understands that should Company terminate Executive for any reason, Executive still is under an immediate duty to mitigate and in the event that Executive finds and accepts suitable replacement employment before the end of the respective Severance Period, then the Company's obligation pursuant to this Section 4(d) to continue such salary, benefits and perquisites shall cease and Executive's rights thereto shall terminate and shall be forfeited.

Termination By Company For Any Other Reason. In the event that Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 4(bSection 5(b) or 4(c5(c) hereof, then the Company shall pay to Executive, within thirty (30) days of the date of such termination, the Base Salary Salary, the bonus provided for in Section 3(c) hereof and the automobile allowance provided for in Section 3(e) hereof, through such date of termination termination, and, in lieu of any further compensation and benefits for the balance of the Agreement Term, severance pay equal to one of the following circumstances: if Executive is terminated within: (t) the first month of the Term, then eleven (11) months of Base Salary; (u) the second month of the Term, then ten (10) months of the Base Salary; (v) the third month of the Term, then nine (9) months of the Base Salary; (w) the fourth month of the Term, then eight (8) months of the Base Salary; (x) the fifth month of the Terms, then seven (7) months of the Base Salary; (y) the sixth month of the Terms, then six (6) months of the Base Salary; and (z) any time after the sixth month of the commencement of the Term but before the last six (6) months of the Term, then six (6) of the Base Salary (for purposes that Executive would have otherwise received during the remainder of convenience onlythe Agreement Term, the respective time period for severance will be referred to as "Severance Period"). The respective severance payments will be paid commencing with such date of termination, at the times and in the amounts such Base Salary would have been paid. Under such circumstances, except as set forth below, for the balance of the respective Severance Periodsuch period, Executive shall also continue to participate in and receive the benefits and perquisites provided for above (but not including any in Section 3(b) hereof, the bonus or stock optionsprovided for in Section 3(c) hereof and the automobile allowance provided for in Section 3(e) hereof, to the same extent as if the Executive's employment hereunder had not been terminated; provided, however, that in the event that Executive shall breach any of the duties, obligations, and/or promises hereunder including but not limited to Sections 5 and 74 or 6 hereof, in addition to any other remedies the Company may have in the event Executive breaches this Agreement, the Company's obligation pursuant to this Section 4(d5(d) to continue such salarypay Base Salary, bonus, benefits and perquisites shall cease be suspended and Executive's the Company shall have the right thereto shall terminate and to withhold payments of any amounts due hereunder pending final judgment of a court of competent jurisdiction with respect to damages attributable to such breach, provided, however, that any such amounts withheld by the Company which are in excess of the amount determined (by settlement or judicial proceedings) to be due to or properly withheld by the Company shall be forfeited. promptly paid to Executive agrees and understands that should Company terminate Executive for any reason, Executive still is under an immediate duty to mitigate and in together with interest at the event that Executive finds and accepts suitable replacement employment before rate of 10% per annum from the end of the respective Severance Period, then the Company's obligation pursuant to this Section 4(d) to continue date such salary, benefits and perquisites shall cease and Executive's rights thereto shall terminate and shall be forfeitedamounts were originally due.

Termination By Company For Any Other Reason. In the event that Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections Section 4(b) or 4(c) hereofof this Agreement, then the Company shall pay to Executive, within thirty (30) days of the date of such termination, Executive the Base Salary through such date of termination termination, and, in lieu of any further compensation and benefits for the balance of the Agreement Term, : (x) the Company shall provide Executive with severance pay equal to one of the following circumstances: if Executive is terminated within: (t) the first month of the Term, then eleven (11) six months of Base Salary; (u) the second month of the Term, then ten (10) months of the Base Salary; (v) the third month of the Term, then nine (9) months of the Base Salary; (w) the fourth month of the Term, then eight (8) months of the Base Salary; (x) the fifth month of the Terms, then seven (7) months of the Base Salary; (y) the sixth month of the Terms, then six (6) months of the Base Salary; and (z) any time after the sixth month of the commencement of the Term but before the last six (6) months of the Term, then six (6) of the Base Salary (for purposes of convenience only, the respective time period for which severance will be referred to as "Severance Period"). The respective severance payments will pay shall be paid commencing with such date of termination at the times and in the amounts such Base Salary amounts would have been paid. Under such circumstances, except as set forth below, paid if Executive had remained employed by the Company for the balance six-month period immediately following the date of termination; and (y) if Executive timely elects COBRA continuation medical coverage, the respective Severance Period, Company shall reimburse Executive shall also continue to participate in and receive for COBRA premium costs for the benefits and perquisites provided level of coverage Executive maintained on the date of termination incurred by Executive for above (but not including any bonus or stock options) to the same extent as if six months immediately following the Executive's employment had not been terminatedtermination of his employment; provided, however, that the Company's obligation to make such COBRA reimbursement payments shall cease upon Executive becoming eligible for medical coverage under another group health plan. During the period in which Executive receives severance pay under this Section 4(d), the Option shall continue to vest and the Company shall provide Executive with an office and office services through an executive outplacement service. If Executive's employment is terminated under this Section 4(d), Executive's vested options shall be exercisable for three years immediately following the end of the six-month period during which he received severance pay. Notwithstanding anything to the contrary contained herein, in the event that Executive shall materially breach any Section 5, 6, or 7 of the duties, obligations, and/or promises hereunder including but not limited to Sections 5 and 7this Agreement, in addition to any other remedies the Company may have in the event Executive breaches this Agreement, the Company's obligation pursuant to this Section 4(d) to continue such salarymake severance payments shall cease, benefits and perquisites the Option shall cease expire, and Executive's right thereto rights with respect to severance pay and the Option shall terminate and shall be forfeited. Executive agrees The entitlement to severance pay and understands that should Company terminate Executive for option vesting and exercisability hereunder shall not be affected by, or reduced by virtue of, any reasonsubsequent employment, Executive still is under an immediate duty to mitigate and in the event or income, that Executive finds and accepts suitable replacement employment before the end of the respective Severance Period, then the Company's obligation pursuant to this Section 4(d) to continue such salary, benefits and perquisites shall cease and Executive's rights thereto shall terminate and shall be forfeitedmay obtain.

Termination By Company For Any Other Reason. In the event that Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 4(b) or 4(c) hereof, then the Company shall pay to Executive, within thirty (30) days of the date of such termination, the Base Salary through such date of termination and, in lieu of any further compensation and benefits for the balance of the Agreement Term, severance pay equal to one of the following circumstances: if Executive is terminated within: (t) the first month of the Term, then eleven (11) months of Base Salary; (u) the second month of the Termterm, then ten (10) months of the Base Salary; (v) the third month of the Term, then nine (9) months of the Base Salary; (w) the fourth month of the Term, then eight (8) months of the Base Salary; (x) the fifth month of the TermsTerm, then seven (7) months of the Base Salary; (y) the sixth month of the TermsTerm, then six (6) months of the Base Salary; and (z) any time after the sixth month of the commencement of the Term but before the last six (6) months of the Term, then six (6) months of the Base Salary (for purposes of convenience only, the respective time period for severance will be referred to as "Severance Period"). The respective severance payments will be paid at the times and in the amounts such Base Salary would have been paid. Under such circumstances, except as set forth below, for the balance of the respective Severance Period, Executive shall also continue to participate in and receive the benefits and perquisites provided for above (but not including any bonus or stock options) to the same extent as if the Executive's employment had not been terminated, if permitted by the employee benefit plans in which Executive participated at the time his employment was terminated; provided, however, that in the event that Executive shall breach any of the duties, obligations, and/or promises hereunder including but not limited to Sections 5 and 7, in addition to any other remedies the Company may have in the event Executive breaches this Agreement, the Company's obligation pursuant to this Section 4(d) to continue such salary, benefits and perquisites shall cease and Executive's right thereto shall terminate and shall be forfeited. Executive agrees and understands that should Company terminate Executive for any reason, Executive still is under an immediate duty to mitigate and in the event that Executive finds and accepts suitable replacement employment before the end of the respective Severance Period, then the Company's obligation pursuant to this Section 4(d) to continue such salary, benefits and perquisites shall cease and Executive's rights thereto shall terminate and shall be forfeited.

Termination By Company For Any Other Reason. (i) In the event that Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 4(b5(b) or 4(c5(c) hereof, or this Agreement expires and the Company terminates the employment of Executive for any reason other than as provided in Sections 5(b) or 5(c) hereof had this Agreement remained in effect, then the Company shall pay to Executive, Executive within thirty (30) days of the date of such termination, the Base Salary through such date of termination and, in lieu of any further compensation and benefits for the balance of the Agreement Term, or otherwise, severance pay equal to one of the following circumstances: if Executive is terminated within: (t) the first month of the Term, then eleven (11) months of Base Salary; (u) the second month of the Term, then ten (10) months of the Base Salary; (v) the third month of the Term, then nine (9) months of the Base Salary; (w) the fourth month of the Term, then eight (8) months of the Base Salary; (x) the fifth month of the Terms, then seven (7) months of the Base Salary; (y) the sixth month of the Terms, then six (6) months of the Base Salary; and (z) any time after the sixth month of the commencement of the Term but before the last six (6) months of the Term, then six (6) of the Base Salary for a period of one (for purposes 1) year from the effective date of convenience onlysuch termination, the respective time period for which severance will be referred to as "Severance Period"). The respective severance payments will pay shall be paid commencing with such date of termination at the times and in the amounts such Base Salary would have been paidpaid in the normal course hereunder. Under such circumstances, except as set forth below, for the balance of the respective Severance Periodone-year period, Executive shall also continue to participate in and receive the benefits and perquisites provided for above in Sections 3(b) and 3(c) hereof (including the Guaranteed 1997 Bonus, but not including excluding any other bonus or and stock options) to the same extent as if the Executive's employment hereunder had not been terminated; provided, however, that in the event that Executive shall breach any of the duties, obligations, and/or promises hereunder including but not limited to Sections 5 and 74 or 6 hereof, in addition to any other remedies the Company may have in the event Executive breaches this Agreement, the Company's obligation pursuant to this Section 4(d5(d) to continue such salary, benefits and perquisites shall cease and Executive's right thereto shall terminate and shall be forfeited. Executive agrees and understands that should Company terminate Executive for any reason, Executive still is under an immediate duty to mitigate and in the event that Executive finds and accepts suitable replacement employment before the end of the respective Severance Period, then the Company's obligation pursuant to this Section 4(d) to continue such salaryGuaranteed 1997 Bonus, benefits and perquisites shall cease and Executive's rights thereto shall terminate and shall be forfeited. In addition, the Company shall provide out-placement services to Executive, using a mutually acceptable out-placement firm, for up to six (6) months from the date of termination under this Section 5(d); provided, however, that the cost to the Company for such services shall not exceed $20,000. Any changes by the Company in Executive's title, duties, reporting responsibility or place of performance as set forth in Section 2 hereof, without the consent of Executive, shall be deemed a termination pursuant to this Section 5(d).