Common use of Termination by Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31, 2001, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January 31, 2001; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31, 2001, or, if applicable, the expiration of the Renewal Period (the "Salary Continuation Period") at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option Options granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, exercisable as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, shall remain exercisable for the balance of its original 10-year term; and (iv) for a period of three years immediately following the Date of Termination, the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, Termination in accordance with the terms of such plans and programs as in effect from time to time, through January 31, 2001; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31July 26, 20011999, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option Options granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, Award shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January 31July 26, 20011999; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31July 22, 20011999, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option Options granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, Award shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January 31July 22, 20011999; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31July 29, 20011999, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option Options granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The , and the Option Award, as well as each Prior Agreement Option, Award shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January December 31, 20011999; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31, 2001, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January 31, 2001; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.

Termination by Company Without Cause or by the Executive with Good Reason. If the Executive's employment hereunder is terminated by the Company (other than for Cause or Disability) or by the Executive for Good Reason, then: (i) the Company shall pay the Executive, as soon as practica ble practicable after the Date of Termination, any Base Salary and any reimbursable expenses, accrued or owing the Executive hereunder for services as of the Date of Termination; (ii) the Company shall immediately pay to the Executive as liquidated damages and not as a penalty a lump sum amount equal to the total Base Salary that would have otherwise been payable to the Executive with respect to the period commencing immediately following the Date of Termination and ending on January 31July 29, 20011999, at the annualized rate in effect at the time Notice of Termination is given; (iii) the Option Options granted to the Executive pursuant to the Option Award shall become fully vested and exercisable, and the Restricted Shares shall become fully vested, as of the Date of Termination. The Option Award, as well as each Prior Agreement Option, Award shall remain exercisable for the balance of its original 10-year term; and (iv) the Executive shall continue to participate in all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, in accordance with the terms of such plans and programs as in effect from time to time, through January 31July 29, 20011999; provided that the Executive's continued participation is permitted under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive and his dependents with benefits substantially the same as those which the Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent.