Common use of Termination of Employment and Compensation Upon Termination Clause in Contracts

Termination of Employment and Compensation Upon Termination. (a) In the event of termination of the Employee’s employment during the Term due to death, Disability or by the Company without cause , as defined in the Employment Agreement, Company shall pay to the Employee, or to his or her beneficiary in the event of death or disability, the Special Change in Control Bonus Payment if: (i) a Change in Control occurs within 90 days of the date of such death, Disability or termination of employment without cause; or (ii) a definitive agreement relating to a Change in Control has been executed at the effective date of such termination, and such agreement is subsequently consummated by the parties; or (iii) a definitive agreement relating to a Change in Control is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of a Change in Control, and such agreement is subsequently consummated by the parties. For purposes of this Section 4(a), the effective date of termination of the Employee’s employment with the Company shall be determined under his/her Employment Agreement.. (b) In the event of a termination of the Employee’s employment during the Term for any other reason, the Company shall have no obligation to pay the Employee any Special Change in Control Bonus Payment. (c) If the Employee’s employment by the Company is not terminated prior to the expiration of the Term, then if a definitive agreement relating to a Change in Control has been executed prior to the expiration of the Term or if a definitive agreement relating to a Change in Control is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control prior to the expiration of the Term, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Employee shall be entitled to the Special Change in Control Bonus Payment if the transaction contemplated by that definitive agreement is consummated after the expiration of the Term and Employee is employed by the Company at such time.

Termination of Employment and Compensation Upon Termination. (a) In the event of termination of the EmployeeExecutive’s employment during the Term due to death, Disability or by the Company without cause , as defined in the Amended and Restated Employment Agreement, Company shall pay to the EmployeeExecutive, or to his or her beneficiary in the event of death or disability, the Special Change in Control Bonus Payment if: (i) a Change in Control occurs within 90 days of the date of such death, Disability or termination of employment without cause; or (ii) a definitive agreement relating to a Change in Control has been executed at the effective date of such termination, and such agreement is subsequently consummated by the parties; or (iii) a definitive agreement relating to a Change in Control is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of a Change in Control, and such agreement is subsequently consummated by the parties. For purposes of this Section 4(a), the effective date of termination of the EmployeeExecutive’s employment with the Company shall be determined under his/her Amended and Restated Employment Agreement.. (b) In the event of a termination of the EmployeeExecutive’s employment during the Term for any other reason, the Company shall have no obligation to pay the Employee Executive any Special Change in Control Bonus Payment. (c) If the EmployeeExecutive’s employment by the Company is not terminated prior to the expiration of the Term, then if a definitive agreement relating to a Change in Control has been executed prior to the expiration of the Term or if a definitive agreement relating to a Change in Control is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control prior to the expiration of the Term, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Employee Executive shall be entitled to the Special Change in Control Bonus Payment if the transaction contemplated by that definitive agreement is consummated after the expiration of the Term and Employee Executive is employed by the Company at such time.

Termination of Employment and Compensation Upon Termination. (a) The Executive and the Company acknowledge that the employment of the Executive by the Company is "at will" and may be terminated by either the Executive or the Company at any time. (b) In the event of a termination of the Employee’s Executive's employment during the Term due to deathdeath or Disability, Disability or by the Company without cause , as defined in the Employment Agreement, Company shall pay to the EmployeeExecutive or the Executive's estate, or to his or her beneficiary in as applicable, a pro rata portion of the event of death or disability, the Special Change in Control Cash Bonus Payment if: (i) a Change in Control occurs within 90 days of through the effective date of such deathtermination, Disability and no other compensation under this Agreement will be owed to the Executive or termination of employment without causethe Executive's estate; or (ii) provided, however, that if a definitive agreement relating to a Change in Control Sale has been executed at the effective date of such termination, and such agreement is subsequently consummated by the parties; or (iii) or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Company shall also pay to the Executive the Sale Bonus Payment, less any 2005 Bonus Payments made to the Executive through the effective date of such termination, but only if such result would be a Change in Controlpositive value. For example, and if the Executive is Disabled at a time when a definitive agreement regarding a Sale has been executed, the amounts owed to the Executive shall equal (1) a pro rata portion of the Cash Bonus Payment through the effective date of termination, plus (2) the amount of the Sale Bonus minus any 2005 Bonus Payments, but only if such agreement is subsequently consummated by the partiesresult would be a positive value. For purposes of this Section 4(a4(b), the effective date of termination of the Employee’s Executive's employment with the Company shall be the date of the Executive's death or the date the Executive is determined under his/her Employment Agreement..by the Board to be Disabled, as applicable. (bc) In the event of a termination of the Employee’s Executive's employment during the Term for any other reason(i) by the Company with Cause, or (ii) by the Executive without Good Reason, the Company shall have no obligation to pay to the Employee Executive any Special Change in Control further Cash Bonus Payments or the Sale Bonus Payment. (c) If ; provided, however, that in the Employee’s event of a termination of the Executive's employment by the Company is not terminated with Cause, or by the Executive without Good Reason, prior to August 31, 2004, the expiration Executive shall return to the Company in cash within five (5) business days following the effective date of termination the full amount of the TermInitial 2004 Bonus Payment previously paid to him. (d) In the event of a termination of the Executive's employment during the Term (i) by the Company without Cause, then or (ii) by the Executive for Good Reason, the Company shall pay to the Executive (w) $1,000,000 less the amount of any 2004 Bonus Payments made to the Executive through the effective date of such termination and (x) $1,000,000 less the amount of any 2005 Bonus Payments made to the Executive through the date of such termination; provided, however, that if a definitive agreement relating to a Change in Control Sale has been executed prior to at the expiration effective date of the Term such termination, or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the expiration effective date of the Termsuch termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Employee Company shall pay to the Executive in full substitution for the $1,000,000 contemplated in clause (x) above, the Sale Bonus Payment, less any 2005 Bonus Payments made to the Executive through the effective date of such termination, but only if such result would be a positive value. For example, if the Executive is terminated without Cause at a time where no definitive agreement relating to a Sale has been executed, the amounts owed to the Executive shall equal (1) $1,000,000 minus any 2004 Bonus Payments paid to the Executive prior to the date of termination, plus (2) $1,000,000 minus any 2005 Bonus Payments paid to the Executive prior to the date of termination. An additional example: If the Executive is terminated without Cause at a time when a definitive agreement regarding a Sale has been executed (or if appropriate negotiations conclude in a definitive agreement), the amounts owed to the Executive shall equal (1) $1,000,000 minus any 2004 Bonus Payments, plus (2) the amount of the Sale Bonus minus any 2005 Bonus Payments, but only if such result would be a positive value. Notwithstanding the preceding paragraph, if the Company terminates the Executive's employment during the Term for a performance-related reason that does not constitute Cause, the Executive will be entitled to only one-half of the payments contemplated by the preceding paragraph if (y) prior to the effective date of the termination, the Board gives the Executive written notice specifically detailing the performance-related concern(s), and (z) after the passage of 90 days following the Executive's receipt of such notice, the Board has reasonably concluded, and expressly found, that the Executive has not corrected, cured or remedied the performance-related concern(s) described in such notice. (e) If the Executive's employment is not terminated prior to the expiration of the Term, then if a definitive agreement relating to a Sale has been executed prior to the expiration of the Term or if a definitive agreement relating to a Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Executive shall be entitled to the Special Change in Control Sale Bonus Payment if the transaction contemplated by that definitive agreement is consummated after the expiration of the Term and Employee Term, subject to the crediting of 2005 Bonus Payments contemplated by Section 3(b) above. (f) Notwithstanding any other provision in this Agreement to the contrary, to the extent that the calculation of the Sale Bonus will result in a value that is employed less than or equal to the total amount of 2005 Bonus Payments received by the Executive, the Company at such timeshall have no obligation to pay any Sale Bonus.

Termination of Employment and Compensation Upon Termination. (a) The Executive and the Company acknowledge that the employment of the Executive by the Company is "at will" and may be terminated by either the Executive or the Company at any time. (b) In the event of a termination of the Employee’s Executive's employment during the Term due to deathdeath or Disability, Disability or by the Company without cause , as defined in the Employment Agreement, Company shall pay to the EmployeeExecutive or the Executive's estate, or to his or her beneficiary in as applicable, a pro rata portion of the event of death or disability, the Special Change in Control Cash Bonus Payment if: (i) a Change in Control occurs within 90 days of through the effective date of such deathtermination, Disability and no other compensation under this Agreement will be owed to the Executive or termination of employment without causethe Executive's estate; or (ii) provided, however, that if a definitive agreement relating to a Change in Control Sale has been executed at the effective date of such termination, and such agreement is subsequently consummated by the parties; or (iii) or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Company shall also pay to the Executive or the Executive's estate, as applicable, the Sale Bonus Payment. For example, if the Executive is Disabled at a Change in Controltime when a definitive agreement regarding a Sale has been executed, and such agreement is subsequently consummated by the partiesamounts owed to the Executive shall equal (1) a pro rata portion of the Cash Bonus Payment through the effective date of termination, plus (2) the amount of the Sale Bonus Payment. For purposes of this Section 4(a4(b), the effective date of termination of the Employee’s Executive's employment with the Company shall be the date of the Executive's death or the date the Executive is determined under his/her Employment Agreement..by the Board to be Disabled, as applicable. (bc) In the event of a termination of the Employee’s Executive's employment during the Term for any other reason(i) by the Company with Cause, or (ii) by the Executive without Good Reason, the Company shall have no obligation to pay to the Employee Executive any Special Change in Control further Quarterly Bonus Payments or the Sale Bonus Payment. (cd) If In the Employee’s event of a termination of the Executive's employment during the Term (i) by the Company is not terminated prior without Cause, or (ii) by the Executive with Good Reason, the Company shall pay to the expiration Executive $2,000,000 minus 75% of the Termtotal amount of all Quarterly Bonus Payments made to the Executive through the effective date of such termination; provided, then however, that if a definitive agreement relating to a Change in Control Sale has been executed prior to at the expiration effective date of the Term such termination, or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the expiration effective date of the Termsuch termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Employee Company shall pay the Sale Bonus Payment to the Executive in full substitution for the payments contemplated in the first clause of this sentence. For example, if the Executive is terminated without Cause at a time when no definitive agreement relating to a Sale has been executed, the amounts owed to the Executive shall equal $2,000,000 minus 75% of the total amount of all Quarterly Bonus Payments paid to the Executive prior to the date of termination. An additional example: If the Executive is terminated without Cause at a time when a definitive agreement regarding a Sale has been executed (or if appropriate negotiations conclude in a definitive agreement), the amounts owed to the Executive shall equal the amount of the Sale Bonus Payment, which will have included in its calculation a deduction of 75% of the total amount of all Quarterly Bonus Payments made to the Executive during the Term. Notwithstanding the preceding paragraph, if the Company terminates the Executive's employment during the Term for a performance-related reason that does not constitute Cause, the Executive will be entitled to only one-half of the payments contemplated by the preceding paragraph if (i) prior to the effective date of the termination, the Board gives the Executive written notice specifically detailing the performance-related concern(s), and (ii) after the passage of 90 days following the Executive's receipt of such notice, the Board has reasonably concluded, and expressly found, that the Executive has not corrected, cured or remedied the performance-related concern(s) described in such notice. (e) If the Executive's employment is not terminated prior to the expiration of the Term, then if a definitive agreement relating to a Sale has been executed prior to the expiration of the Term or if a definitive agreement relating to a Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Executive shall be entitled to the Special Change in Control Sale Bonus Payment if the transaction contemplated by that definitive agreement is consummated after the expiration of the Term, subject to the crediting of 75% of the total amount of all Quarterly Bonus Payments made to the Executive during the Term and Employee is employed as contemplated by the definition of Sale Bonus Payment. (f) Notwithstanding any other provision in this Agreement to the contrary, to the extent that the calculation of the Sale Bonus Payment will result in a value that is less than or equal to 75% of the total amount of the Quarterly Bonus Payments made to the Executive during the Term, the Company at such timeshall have no obligation to pay any Sale Bonus Payment.

Termination of Employment and Compensation Upon Termination. (a) The Employee and the Company acknowledge that the employment of the Employee by the Company is "at will" and may be terminated by either the Employee or the Company at any time, although the Company will not terminate the Employee's employment in bad faith solely for purposes of avoiding the obligation to make the Sale Bonus Payment, if a Sale Bonus Payment would otherwise be due pursuant to the terms of this Agreement. (b) In the event of a termination of the Employee’s 's employment during the Term due to death, Disability or by the Company without cause , as defined in the Employment Agreement, Company shall pay to the Employee, or to his or her beneficiary in the event of death or disability, the Special Change in Control Bonus Payment if: (i) a Change in Control occurs within 90 days of the date of such death, Disability or termination of employment without cause; or (ii) and if a definitive agreement relating to a Change in Control Sale has been executed at the effective date of such termination, and such agreement is subsequently consummated by the parties; or (iii) or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of a Change in Controlexecution of such definitive agreement, and such agreement is subsequently consummated by the partiesCompany shall pay to the Employee the Sale Bonus Payment. For purposes of this Section 4(a4(b), the effective date of termination of the Employee’s 's employment with the Company shall be the date of the Employee's death or the date the Employee is determined under his/her Employment Agreement..by the Board to be Disabled, as applicable. (bc) In the event of a termination of the Employee’s 's employment during the Term for any other reason, the Company shall have no obligation to pay to the Employee any Special Change in Control Sale Bonus Payment. (cd) If the Employee’s 's employment by the Company is not terminated prior to the expiration of the Term, then if a definitive agreement relating to a Change in Control Sale has been executed prior to the expiration of the Term or if a definitive agreement relating to a Change in Control Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Change in Control Sale prior to the expiration effective date of the Termsuch termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Employee shall be entitled to the Special Change in Control Sale Bonus Payment if the transaction contemplated by that definitive agreement is consummated after the expiration of the Term and Employee is employed by the Company at such timeTerm.