Common use of Termination Compensation Clause in Contracts

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Date, plus, within five (5) business days of the Termination Date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at of the Termination Date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays and vacation under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs;

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Datetermination date, plus, within five (5) business days of the Termination Datetermination date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at as of the Termination Datetermination date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Datetermination date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Datetermination date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date termination date occurs; (iii) within five (5) business days of a termination pursuant to Section 7(b) or 7(d), a lump sum severance payment equal to the Employee's annual base salary as of the termination date, less, in the case of a termination for disability under Section 7(b), any payments to be received by the Employee under any disability plan or policy maintained by the Company; (iv) in the event of a termination pursuant to Section 7(c), Employee's annual base salary as of the termination date shall be continued for one year following the termination date. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall maintain, for eighteen (18) months following the termination date, in full force and effect for the benefit of the Employee and Employee's dependents and beneficiaries, at the Company's expense, all medical insurance under plans and programs in which the Employee and/or the Employee's dependents and beneficiaries participated immediately prior to the termination date, provided that continued participation is possible under the general terms and provisions of such plans and programs. If continued participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which he was entitled to receive under such plans and programs.

Termination Compensation. (i) If Employee's ’s employment hereunder is terminated pursuant to Sections 7(a), 7(b) hereunder for any reason or 7(e) of this Agreementno reason, the Company shall pay the Employee his full base salary Base Salary through the Termination Date, plus, within five (5) business days of the Termination Date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at prior to or as of the Termination Date. . (ii) If (1) Employee's ’s employment is terminated by the Company under Section 7(c) without cause, (2) Employee’s employment is terminated by the Employee for good reason, or if (3) there is a change in control of the Company as defined in Section 7(d)control, all unexercised options options, restricted stock or similar awards granted to Employee under by the Company's Incentive Stock Plan , whether before or Amended Incentive Stock Plan after the date hereof, shall accelerate and shall immediately vest. . (iii) If (1) Employee's ’s employment is terminated pursuant to Sections 7(cby the Company (x) without cause, (y) because of Employee’s death or 7(ddisability, or (z) within one year following a change in control or (2) Employee’s employment is terminated by the Employee (y) for good reason or (z) within one year following a change in control but no later than the 10th day of this Agreementthe third month following the end of the year in which the change in control occurs, the Company shall pay the Employee the following: (iI) within five (5) business days following the Termination Date (but no later than the 15th day of the terminationthird month following the end of the year in which the change in control occurs in the case of Employee’s termination of employment by Employee following a change in control), his full base salary Base Salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (iiII) within five (5) business days following the Termination Date, (but no later than the 15th day of the terminationthird month following the end of the year in which the change in control occurs in the case of Employee’s termination of employment by Employee following a change in control), to compensate for all accrued but unpaid holiday and annual leave such as holidays and vacation (vacation) under the Company's ’s paid leave plan, an amount equal to the Employee's ’s then current base salary Base Salary multiplied by the product quotient of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs; (III) within five (5) business days following the Termination Date, (but no later than the 15th day of the third month following the end of the year in which the change in control occurs in the case of Employee’s termination of employment by Employee following a change in control), a lump sum severance payment in an amount equal to two-hundred percent (200%) of the greater of (A) the incentive compensation that the Employee could have earned under the Company’s annual incentive plan for the current fiscal year, said amount to be determined by projecting the then current financial results of the Company on an annualized basis throughout the remainder of the fiscal year, or (B) fifty percent (50%) of the Base Salary as of the Termination Date; and (IV) a lump sum payment, paid within five (5) business days following the Termination Date (but no later than the15th day of the third month following the end of the year in which the change in control occurs in the case of Employee’s termination of employment by Employee following a change in control), equal to two times Employee’s Annual Base Salary as of the Termination Date.

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Datetermination date, plus, within five (5) business days of the Termination Datetermination date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at as of the Termination Datetermination date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Datetermination date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Datetermination date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date termination date occurs; (iii) within five (5) business days of a termination pursuant to Section 7(b) or 7(d), a lump sum severance payment equal to the Employee's annual base salary as of the termination date, less, in the case of a termination for disability under Section 7(b), any payments to be received by the Employee under any disability plan or policy maintained by the Company; (iv) in the event of a termination pursuant to Section 7(c), Employee's annual base salary as of the termination date shall be continued for one (1) year following the termination date. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall maintain, for eighteen (18) months following the termination date, in full force and effect for the benefit of the Employee and Employee's dependents and beneficiaries, at the Company's expense, all medical insurance under plans and programs in which the Employee and/or the Employee's dependents and beneficiaries participated immediately prior to the termination date, provided that continued participation is possible under the general terms and provisions of such plans and programs. If continued participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which he was entitled to receive under such plans and programs.

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Date, plus, within five (5) business days of the Termination Date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at of the Termination Date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections Section 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs; (iii) within five (5) business days of a termination pursuant to Section 7(b) or 7(d), a lump sum severance payment equal to the Employee's annual base salary as of the Termination Date, less, in the case of a termination for disability under Section 7(b), any payments to be received by the Employee under any disability plan or policy maintained by the Company; (iv) in the event of a termination pursuant to Section 7(c), Employee's annual base salary as of the Termination Date shall be continued for one year following the Termination Date. If the Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall maintain, for eighteen (18) months following the Termination Date, in full force and effect for the benefit of the Employee and Employee's dependents and beneficiaries, at the Company's expense, all medical insurance under plans and programs in which the Employee and/or the Employee's dependents and beneficiaries participated immediately prior to the Termination Date, provided that continued participation is possible under the general terms and provisions of such plans and programs. If continued participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which he was entitled to receive under such plans and programs.

Termination Compensation. If EmployeeUpon the termination of the Employment Term and Executive's employment hereunder is terminated pursuant to Sections 7(a(including any nonextension of the Employment Term), 7(b) or 7(e) of this Agreement, the Company shall pay provide Executive with the Employee payments and benefits set forth below. Executive acknowledges and agrees that the payments and benefits set forth in this Section and elsewhere herein and in other written grants and agreements constitute liquidated damages for termination of his full base salary employment hereunder (including any nonextension of the Employment Term). (i) Upon a termination of the Employment Term and Executive's employment hereunder, Executive shall be entitled to promptly receive (A) his Base Compensation through the Termination Dateeffective date of termination, plus(B) if such termination is other than pursuant to Section 4(b) hereof, within five any annual earned bonus for any completed fiscal year, (5C) business days if such termination is pursuant to Sections 4(a), 4(c) or 4(d) hereof, a pro rata share of Executive's annual target bonus for the fiscal year of termination, (D) the benefits, fringes and perquisites, including without limitation accrued vacation (provided that if the termination is pursuant to Section 4(b) or 4(e) hereof, only such payment of accrued vacation as is required by law or the Company's vacation policy), provided pursuant to Section 2 hereof up to the effective date of such termination and (E) any other amount due to Executive under any other program or plan of the Termination DateCompany. (ii) In the event of a termination of the Employment Term and Executive's employment pursuant to Section 4(a) (such reference shall include, any bonuseswithout limitation, incentive compensation, or other payments due which a nonextension by the Company pursuant to the terms of any compensation or benefit plan have been earned or vested at of the Termination Date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(c3 hereof) or 7(d4(d) of this Agreementhereof, the Company Executive shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant also be entitled to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays and vacation under the Company's paid leave plan, receive an amount (the "Severance Amount") equal to the Employee's then current base salary multiplied by the product sum of (Ax) three times Executive's annualized Base Compensation (as in effect on the total number date of leave days accruedsuch termination or, divided by (B) if greater, immediately prior to the total number of work days in the fiscal year in Good Reason event, if any, based on which the Termination Date termination of employment occurs;) and (y) three times

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Datetermination date, plus, within five (5) business days of the Termination Datetermination date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at of the Termination Datetermination sate. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Datetermination date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Datetermination date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays and vacation under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date termination date occurs;

Termination Compensation. If Employee's employment hereunder ------------------------ is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Date, plus, within five (5) business days of the Termination Date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at as of the Termination Date, including those described in (ii) below. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs; (iii) within five (5) business days of a termination pursuant to Section 7(b) or 7(d), a lump sum severance payment equal to the Employee's annual base salary as of the Termination Date, less, in the case of a termination for disability under Section 7(b), any payments to be received by the Employee under any disability plan or policy maintained by the Company; (iv) in the event of a termination pursuant to Section 7(c), Employee's annual base salary as of the Termination Date shall be continued for one year following the Termination Date. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall maintain, for eighteen (18) months following the Termination Date, in full force and effect for the benefit of the Employee and Employee's dependents and beneficiaries, at the Company's expense, all medical insurance under plans and programs in which the Employee and/or the Employee's dependents and beneficiaries participated immediately prior to the Termination Date, provided that continued participation is possible under the general terms and provisions of such plans and programs. If continued participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which he was entitled to receive under such plans and programs.

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Date, plus, within five (5) business days of the Termination Date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at of the Termination Date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change "Change in control of the Company Control" as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid holiday and annual leave such as holidays and vacation (vacation) under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs; (iii) as of the termination pursuant to Section 7(b), 7(c) or 7(d), a continuation, on at least a monthly basis, of Employee's annual base salary for one year following the Termination Date.

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Datetermination date, plus, within five (5) business days of the Termination Datetermination date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at as of the Termination Datetermination date. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Datetermination date, plus any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested as of the Termination Datetermination date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date termination date occurs; (iii) within five (5) business days of a termination pursuant to Section 7(b) or 7(d), a lump sum severance payment equal to the Employee's annual base salary as of the termination date, less, in the case of a termination for disability under Section 7(b), any

Termination Compensation. If Employee's employment hereunder is terminated pursuant to Sections Section 7(a), 7(b) or 7(e) of this Agreement, the Company shall pay the Employee his full base salary through the Termination Date, plus, plus within five (5) business days of the Termination Datetermination date, any bonuses, incentive compensation, or other payments due which pursuant to the terms of any compensation or benefit plan have been earned or vested at as of the Termination Datetermination date, including those described in (ii) below. If Employee's employment is terminated by the Company under Section 7(c) without cause, or if there is a change in control of the Company as defined in Section 7(d), all unexercised options granted to Employee under the Company's Incentive Stock Plan or Amended Incentive Stock Plan shall accelerate and shall immediately vest. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall pay the Employee the following: (i) within five (5) business days of the termination, his full base salary through the Termination Datetermination date, plus any bonuses, incentive compensation, or other payments due which due, which, pursuant to the terms of any compensation or benefit plan plan, have been earned or vested as of the Termination Datetermination date; (ii) within five (5) business days of the termination, to compensate for all accrued but unpaid leave such as holidays holidays, vacation and vacation sick pay under the Company's paid leave plan, an amount equal to the Employee's then current base salary multiplied by the product of (A) the total number of leave days accrued, divided by (B) the total number of work days in the fiscal year in which the Termination Date occurs; (iii) within five (5) business days of the termination, a lump sum severance payment equal to two hundred percent (200%) of the Employee's annual base salary as of the Termination Date; (iv) within five (5) business days of the termination, a lump sum severance payment in an amount equal to the incentive compensation that the Employee could have earned under the Company's annual incentive plan for the current fiscal year, said amount to be determined by projecting the then current financial results of the Company on an annualized basis throughout the remainder of the fiscal year, but in no event to be less than 45% of the Employee's annual Base Salary as of the termination date. If Employee's employment is terminated pursuant to Sections 7(b), 7(c) or 7(d) of this Agreement, the Company shall maintain, for eighteen (18) months following the Termination Date, in full force and effect for the benefit of the Employee and Employee's dependents and beneficiaries, at the Company's expense, all medical insurance under plans and programs in which the Employee and/or the Employee's dependents and beneficiaries participated immediately prior to the Termination Date, provided that continued participation is possible under the general terms and provisions of such plans and programs. If continued participation in any such plan or program is barred, the Company shall arrange at its own expense to provide the Employee with benefits substantially similar to those which he was entitled to receive under such plans and programs.