Common use of Termination by the Company or Employee Clause in Contracts

Termination by the Company or Employee. The Company may terminate this agreement with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates this agreement for "Good Reason" (defined below) Employee will be entitled to the following: (i) the then current Annual Base Salary, payable in 12 equal monthly installments (less applicable withholdings), with the first such installment being due on the 15th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which this agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; (iii) continuation of health care coverage at active employee contribution rates for a period of 2 years following the date of termination of this agreement, provided, however, that health care coverage shall cease if the Employee or Employee's spouse becomes eligible for health care coverage at another employer; (iv) reimbursement for outplacement services in an aggregate amount not to exceed $5,000. Said payments shall release the Company from any further obligations under this agreement. Termination of Employee by the Company for (1) abandonment by the Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an employee hereunder; (2) violation, default or breach of any of Employee's material covenants and agreements hereunder; (3) Employee's material failure to observe, comply with or to abide by the Company's Policies after written notice and a reasonable opportunity to cure; (4) embezzlement or other theft of corporate property; (5) drug, alcohol or other substance abuse, (6) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; or (7) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company. In the event that Employee's employment hereunder is terminated with cause, or in the event that Employee resigns in lieu of such termination, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to date of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plans. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a resignation by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to date of termination; (ii) earned but unpaid bonus for the year prior to the date of termination; (iii) any vested benefits under the then current Company employee benefit plans; (iv) accrued but unused vacation; and (v) any benefit continuation or conversion rights under the then current Company employee benefit plans.

Termination by the Company or Employee. The Company may terminate this agreement with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates this agreement for "Good Reason" (defined below) Employee will be entitled to the following: (i) the then current Annual Base Salaryonly a lump sum termination payment of $370,000 payable at termination. Employee shall not be entitled to any other payments of compensation, payable in 12 equal monthly installments (less applicable withholdings), with the first such installment being due on the 15th day salary or benefits of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which any kind under this agreement is terminatedor otherwise including any and all accrued salary, prorated benefits, vacation pay or other compensation of any kind since any such accruals shall be deemed in all respects to date of be included in the lump sum termination and payable when such bonuses are normally paid; (iii) continuation of health care coverage at active employee contribution rates for a period of 2 years following the date of termination of this agreement, provided, however, that health care coverage shall cease if the Employee or Employee's spouse becomes eligible for health care coverage at another employer; (iv) reimbursement for outplacement services in an aggregate amount not to exceed $5,000payment. Said payments payment shall release the Company from any further obligations under this agreement. Termination of Employee by the Company for proven (1) abandonment by the Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an employee hereunder; (2) violation, default or breach of any of Employee's material covenants and agreements hereunder; (3) Employee's material failure to observe, comply with or to abide by the Company's Policies after written notice and a reasonable opportunity to cure; (4) embezzlement or other theft of corporate property; , (52) a breach of Section 8 or 11 of this contract by Employee while employed by the Company, (3) drug, alcohol or other substance abuse, (64) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; , or (75) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company. In the event that Employee's employment hereunder is terminated with cause, or in the event that Employee resigns in lieu of such termination, Company and Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the lump sum termination payment described above) except (i) Annual Base Salary to date in preceding sentences of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plansthis section. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a resignation termination by the Company for cause or by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the lump sum termination payment described above) except (i) Annual Base Salary to date of termination; (ii) earned but unpaid bonus for the year prior compensation, salary, benefits and vacation pay accrued to the date of said termination; (iii) any vested benefits under the then current Company employee benefit plans; (iv) accrued but unused vacation; and (v) any benefit continuation or conversion rights under the then current Company employee benefit plans.

Termination by the Company or Employee. The Company may terminate this agreement Employee's employment with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates this agreement Employee's employment for "Good Reason" (defined below) Employee will be entitled to to the following, subject to Section 23 hereof: (i) the a sum equal to nine (9) months of his then current Annual Base Salary, payable in 12 nine (9) equal monthly installments (less applicable withholdings), with the first such installment being due on the 15th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which this agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; (iii) continuation of health care coverage at active employee contribution rates for a period of 2 years 1 year following the date of termination of this agreement, provided, however, that health care coverage shall cease if the Employee or Employee's spouse becomes eligible for health care coverage at another employer; (iv) reimbursement for outplacement services in an aggregate amount not to exceed $5,000. Said payments shall be subject to the execution and non-revocation of a general release in favor of the Company from any further obligations under this agreementCompany. Termination of Employee by the Company for (1) abandonment by the Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an employee hereunder; (2) violation, default or breach of any of Employee's material covenants and agreements hereunder; (3) Employee's material failure to observe, comply with or to abide by the Company's Policies after written notice and a reasonable opportunity to cure; (4) embezzlement or other theft of corporate property; , (52) a material breach of Section 8 or 11 of this agreement by Employee while employed by the Company, (3) drug, alcohol or other substance abuse, (64) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; , or (75) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company. In the event that Employee's employment hereunder is terminated with cause, or in the event that Employee resigns in lieu of such termination, Company and Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the lump sum termination payment described above) except (i) Annual Base Salary to date in preceding sentences of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plansthis section. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a resignation termination by the Company for cause or by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to through the date of termination; (ii) earned but unpaid bonus for the year prior to the date of termination; (iii) any vested benefits under the then current Company employee benefit plans; (iviii) accrued but unused vacation; and (viv) any benefit continuation or conversion rights under the then current Company employee benefit plans.

Termination by the Company or Employee. The Company may terminate this agreement with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates this agreement for "Good Reason" (defined below) Employee will be entitled to the following: (i) the then current Annual Base Salary, payable in 12 equal monthly installments (less applicable withholdings), with the first such installment being due on the 15th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which this agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; and (iii) continuation of health care coverage at active employee contribution rates for a period of 2 years 1 year following the date of termination of this agreement, provided, however, that health care coverage shall cease if the Employee or Employee's spouse becomes eligible for health care coverage at another employer; (iv) reimbursement for outplacement services in an aggregate amount not to exceed $5,000. Said payments shall release the Company from any further obligations under this agreement. Termination of Employee by the Company for (1) abandonment by the Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an employee hereunder; (2) violation, default or breach of any of Employee's material covenants and agreements hereunder; (3) Employee's material failure to observe, comply with or to abide by the Company's Policies after written notice and a reasonable opportunity to cure; (4) embezzlement or other theft of corporate property; (5) drug, alcohol or other substance abuse, (6) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; or (7) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company. In the event that Employee's employment hereunder is terminated with cause, or in the event that Employee resigns in lieu of such termination, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to date of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plans. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a resignation by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to date of termination; (ii) earned but unpaid bonus for the year prior to the date of termination; (iii) any vested benefits under the then current Company employee benefit plans; (iv) accrued but unused vacation; and (v) any benefit continuation or conversion rights under the then current Company employee benefit plans.

Termination by the Company or Employee. The Company may terminate this agreement with or without cause and by giving Employee thirty (30) days prior written notice. In the event of termination or notice of termination by Company without cause, or in the event that Employee terminates this agreement for "Good Reason" (defined below) ). Employee will be entitled to to the following: (i) the then current Annual Base Salary, payable in 12 equal monthly installments (less applicable withholdings), with the first such installment being due on the 15th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (ii) earned but unpaid bonus (if any) for the year in which this agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; (iii) continuation of health care coverage at active employee contribution rates for a period of 2 years 1 year following the date of termination of this agreement, provided, however, that health care coverage shall cease if the Employee or Employee's spouse becomes eligible for health care coverage at another employer; (iv) reimbursement for outplacement services in an aggregate amount not to exceed $5,00010,000. Said payments shall release the Company from any further obligations under this agreement. Termination of Employee by the Company for (1) abandonment by the Employee of, or chronic, habitual or continuous failure by Employee to perform, over a period of thirty (30) or more days, Employee's duties as an employee hereunder; (2) violation, default or breach of any of Employee's material covenants and agreements hereunder; (3) Employee's material failure to observe, comply with or to abide by the Company's Policies after written notice and a reasonable opportunity to cure; (4) embezzlement or other theft of corporate property; , (52) a material breach of Section 8 or 11 of this contract by Employee while employed by the Company, (3) drug, alcohol or other substance abuse, (64) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; , or (75) Employee's conviction of any felony while employed by the Company shall constitute and be in all respects termination for cause by the Company. In the event that Employee's employment hereunder is terminated with cause, or in the event that Employee resigns in lieu of such termination, Company and Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the lump sum termination payment described above) except (i) Annual Base Salary to date in preceding sentences of termination; (ii) any vested benefits under the then current Company employee benefit plans; (iii) accrued but unused vacation; and (iv) any benefit continuation or conversion rights under the then current Company employee benefit plansthis section. Employee may resign from employment at any time for any reason and terminate this agreement by giving thirty (30) days written notice to Company of such intention. In such event, Company may, in its discretion, permit Employee to work through the notice period or accept the Employee's immediate resignation. In the event of a resignation termination by the Company for cause or by Employee, Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this agreement (including the termination payment described above) except (i) Annual Base Salary to date of termination; (ii) earned but unpaid bonus for the year prior to the date of termination; (iii) any vested benefits under the then current Company employee benefit plans; (iv) accrued but unused vacation; and (v) any benefit continuation or conversion rights under the then current Company employee benefit plans.