Common use of Termination by Company other than for Cause Clause in Contracts

Termination by Company other than for Cause. If, during the Term of this Agreement, Executive's employment with the Company is terminated by the Company other than For Cause, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.C. below, pay Executive a severance payment equal to two (2) times his Base Salary with 50% of such severance payment being paid in a lump sum (payable promptly upon the first date provided for such payment pursuant to Section 7.C below), and the remaining fifty percent (50%) of such severance payment and any accrued bonus, shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.

Termination by Company other than for Cause. If, during the Term of this Agreement, Executive's employment with the Company is terminated by the Company other than For Cause, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.C. 7.D. below, pay Executive a severance payment equal to two a multiple of three (23) times his Base Salary with 50% of such severance payment being paid in a lump sum (payable promptly upon the first date provided for such payment pursuant to Section 7.C below), and the remaining fifty percent (50%) of such severance payment and any accrued bonus, shall be payable in twelve (12) equal, monthly installments, without interest. The multiple shall increase by 50% (.50) for each year of Executive's service hereafter under this Agreement. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.

Termination by Company other than for Cause. If, during the Term of this Agreement, Executive's employment with the Company is terminated by the Company other than For Cause, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.C. 7.D. below, pay Executive a severance payment in an amount equal to the greater of (A) one year's Base Salary and (B) the amount of Base Salary then yet to be paid to Executive for the remainder of the Term of this Agreement; provided that in no event shall the amount of such severance payment exceed an amount equal to two (2) times his years' Base Salary with Salary. The Company shall pay 50% of such severance payment being paid in a lump sum (payable promptly upon the first date provided for such payment pursuant to Section 7.C 7.D below), and the remaining fifty percent (50%) of such severance payment and any accrued bonus, shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control.; and (ii) All of Executive's Any stock options then owned by Executive shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) three years after termination of Executive's employment with the Company, or (ii) the remainder of the option exercise period provided for in the applicable option agreement(s), provided that this provision shall not extend the exercise period of Executive's options beyond the term of the option and the Company agrees to cause such exercise to be allowed (including following the request of the Compensation Committee to permit such exercise) pursuant to the Company's option planStock Option Plan(s) or the comparable provision of any future plan or agreement; and (iii) For a five one (51) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are availableengages in consulting with any other company for compensation, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.

Termination by Company other than for Cause. If, during the Term of this Agreement, Executive's employment with the Company is terminated by the Company other than For Cause, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.C. below, pay Executive a severance payment equal to two three (23) times his Base Salary with 50% of such severance payment being paid in a lump sum (payable promptly upon the first date provided for such payment pursuant to Section 7.C below), and the remaining fifty percent (50%) of such severance payment and any accrued bonus, shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.

Termination by Company other than for Cause. IfCompany may, during the Term of this AgreementProbationary Period and, Executiveat any time thereafter, terminate Employee's employment with hereunder without Cause by delivering a written notice of termination to Employee. If Company terminates Employee's employment during the Probationary Period, then Employee shall have no right to receive any compensation or benefit hereunder or otherwise from the Company is terminated by on and after the effective date of termination of employment. If Company shall terminate Employee’s employment for any reason, other than For for Cause, then Executive death, or Disability (as those terms are defined herein), or during the Probationary Period, Employee shall be entitled receive (1) Base Salary payments for six (6) months, to the following severance benefits: (i) The Company shallextent unpaid at the date of termination and paid in accordance with Company's scheduled payroll practices, subject to the provisions of Section 7.C. below, pay Executive a severance payment equal to two (2) times his Base Salary with 50% of such severance payment being paid any earned but unpaid compensation under the Bonus Plan as provided in a lump sum Exhibit “A,” (payable promptly upon the first date provided for such payment 3) business expense reimbursement pursuant to Section 7.C below6, and (4) continued coverage, at no cost to Employee or his then covered dependents, under Company's health and insurance programs for six (6) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Employee and his dependents substantially similar coverage and (b) if Employee becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Employee shall be reported by Employee to Company), then Company's obligations pursuant to this clause (4) shall cease. The payments and benefits to be provided pursuant to this Section 14 upon termination of Employee's employment shall constitute the remaining fifty percent (50%) exclusive payments in the nature of such severance payment and any accrued bonusseverance, termination pay or salary continuation which shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment due to the Employee and shall be made with in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company. With respect to Executive's the Base Salary as payments identified in effect as clause (1) above, Employee shall have a duty to reasonably mitigate damages following termination pursuant to this Section 14. The amount of any Base Salary payment provided for under this Section 14 shall be reduced by any compensation earned by Employee within six (6) months of Employee’s termination date with Company. Employee agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination, and (b) the amount of all compensation received within six (6) months of Employee’s date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.

Termination by Company other than for Cause. IfCompany may, during the Term of this AgreementProbationary Period and, Executiveat any time thereafter, terminate Employee's employment with hereunder without Cause by delivering a written notice of termination to Employee. If Company terminates Employee's employment during the Probationary Period, then Employee shall have no right to receive any compensation or benefit hereunder or otherwise from the Company is terminated by on and after the effective date of termination of employment. If Company shall terminate Employee’s employment for any reason, other than For for Cause, then Executive death, or Disability (as those terms are defined herein), or during the Probationary Period, Employee shall be entitled receive (1) Base Salary payments for six (6) months, to the following severance benefits: (i) The Company shallextent unpaid at the date of termination and paid in accordance with Company's scheduled payroll practices, subject to the provisions of Section 7.C. below, pay Executive a severance payment equal to two (2) times his Base Salary with 50% of such severance payment being paid any earned but unpaid compensation under the Bonus Plan as provided in a lump sum Exhibit “A,” (payable promptly upon the first date provided for such payment 3) business expense reimbursement pursuant to Section 7.C below6, and (4) continued coverage, at no cost to Employee or his then covered dependents, under Company's health and insurance programs for three (3) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Employee and his dependents substantially similar coverage and (b) if Employee becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Employee shall be reported by Employee to Company), then Company's obligations pursuant to this clause (4) shall cease. The payments and benefits to be provided pursuant to this Section 14 upon termination of Employee's employment shall constitute the remaining fifty percent (50%) exclusive payments in the nature of such severance payment and any accrued bonusseverance, termination pay or salary continuation which shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment due to the Employee and shall be made with in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company. With respect to Executive's the Base Salary as payments identified in effect as clause (1) above, Employee shall have a duty to reasonably mitigate damages following termination pursuant to this Section 14. The amount of any Base Salary payment provided for under this Section 14 shall be reduced by any compensation earned by Employee within three (3) months of Employee’s termination date with Company. Employee agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination, and (b) the amount of all compensation received within three (3) months of Employee’s date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.