Common use of Termination by Employee for Cause Clause in Contracts

Termination by Employee for Cause. (a) Notwithstanding any other provision hereof, Employee may terminate his employment with Company under this Agreement at any time for cause and no later than three (3) years after such cause has occurred, upon written notice thereof to the Company specifying the exact cause for Employee's termination. (b) In the event of termination by the Employee for cause hereunder: (1) All of Employee's (including Employee's trusts and foundations) unvested stock and stock options shall immediately vest 100% and Employee (including Employee's trusts and foundations) shall have the option to either (a) receive an immediate payment of the Stock Value of 100% of his Stock and the higher of (i) the value according to the Black and Scholes model, or (ii) the "in-the-money value" of his stock options/warrants as of the date of such written notice, or (b) receive an immediate cash bonus from the Company enabling Employee (including Employee's trusts and foundations), after full payment of all of Employee's (including Employee's trusts and foundations) taxes on such cash bonus, to exercise 100% of his stock options/warrants, and to continue to hold his Stock, with the right to "put" or sell the Stock back to the Company for cash at Stock Value. This right to "put" or sell the Stock back to the Company shall be in full force and effect and valid and exercisable at any time and as how many times as Employee wishes, in whole or in part, within three (3) years after Employee's termination for cause, at Employee's (including Employee's trusts and foundations) sole election. (2) A lump sum cash retirement benefit payment of three (3) times the Employee's then current annual salary plus three (3) times the Employee's average bonus for the last three years shall be made to Employee within 30 days of such written notice. (3) Employee may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) and Section 5.3(b)(2) hereunder, at his sole option, elect to serve as a consultant to Company (working from his then current residence) for an additional period of three (3) years at his then current salary, his previous year's bonus and current benefits, including but not limited to reimbursement of all Reasonable Expenses. During such consulting period, Employee would be required to keep himself reasonably available to the Company to render advice or to provide services for no more than thirty (30) days per year. (4) Employee (including Employee's trusts and foundations) shall be made whole on an after-tax basis (in a timely fashion and in a way not to create any liability for Employee, including Employee's trusts and foundations) with respect to any taxes that might become payable as a result of any action or provision in connection with a Change of Control.

Termination by Employee for Cause. (a) Notwithstanding any other provision hereof, Employee may terminate his employment with Company under this Agreement at any time for cause and no later than three (3) years after such cause has occurred, upon written notice thereof to the Company specifying the exact cause for Employee's termination. (b) In the event of termination by the Employee for cause hereunder: (1) All of Employee's (including Employee's trusts and foundations) unvested stock and stock options shall immediately vest 100% and Employee (including Employee's trusts and foundations) shall have the option to either (a) receive an immediate payment of the Stock Market Value of 100% of his Stock and the higher of (i) the value according to the Black and Scholes model, or (ii) the "in-the-money value" of his stock options/warrants as of the date of such written notice, or (b) receive an immediate cash bonus from the Company enabling Employee (including Employee's trusts and foundations), after full payment of all of Employee's (including Employee's trusts and foundations) taxes on such cash bonus, to exercise 100% of his stock options/warrants, and to continue to hold his Stock, with the right to "put" or sell the Stock back to the Company for cash at Stock Market Value. This right to "put" or sell the Stock back to the Company shall be in full force and effect and valid and exercisable at any time and as how many times as Employee wishes, in whole or in part, within three (3) years after Employee's termination for cause, at Employee's (including Employee's trusts and foundations) sole election. (2) A lump sum cash retirement benefit payment of three (3) times the Employee's then current annual salary plus three (3) times the Employee's average bonus for the last three years shall be made to Employee within 30 days of such written notice. (3) Employee may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) and Section 5.3(b)(2) hereunder, at his sole option, elect to serve as a consultant to Company (working from his then current residence) for an additional period of three (3) years at his then current salary, his previous year's bonus and current benefits, including but not limited to reimbursement of all Reasonable Expenses. During such consulting period, Employee would be required to keep himself reasonably available to the Company to render advice or to provide services for no more than thirty (30) days per year. (4) Employee (including Employee's trusts and foundations) shall be made whole on an after-tax basis (in a timely fashion and in a way not to create any liability for Employee, including Employee's trusts and foundations) with respect to any taxes that might become payable as a result of any action or provision in connection with a Change of Control.