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. 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. 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.