Common use of Termination of Employment Term Clause in Contracts

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two (2) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's ’s employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's ’s estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. The Company shall purchase Term Life Insurance on the Executive at an amount closest to the Executive’s annual salary to be paid to the Executive’s estate, or legal representative upon the death of the Executive. (b) In the event of the Executive's ’s Incapacity, the Company may, in its sole discretion, terminate the Executive's ’s employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's ’s legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which after the Executive's ’s employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination.; (c) The Company shall have the right to terminate the Executive's ’s employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's ’s employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's ’s employment hereunder Without Cause at any time upon thirty sixty (3060) days' ’ prior written notice to the Executive. If the Company terminates the Executive's ’s employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of one (x1) eighteen (18) months year from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's ’s employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's ’s employment with the Company hereunder occurs. .. The Executive shall not be under any obligation to mitigate the Company's ’s obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's ’s employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's ’s obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive Employee during the Employment Term, the ExecutiveEmployee's employment hereunder shall automatically terminate as of the date of death; provided, however, that the ExecutiveEmployee 's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one two (12) year month period following the date of death, any Performance Bonus that would be payable for the one two (12) year month period in which the Executive Employee died which are properly owing to the Executive Employee pursuant to Section 6 hereof. (ba) In the event of the ExecutiveEmployee 's Incapacity, the Company may, in its sole discretion, terminate the ExecutiveEmployee 's employment hereunder upon written notice to the ExecutiveEmployee; provided, however, that the Executive Employee or the ExecutiveEmployee 's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one two (12) year month period from the date of termination, less any amounts received by the Executive Employee under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one two (12) year month period in which after the ExecutiveEmployee's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive Employee pursuant to Section 6 hereof, through the date of termination.; (cb) The Company shall have the right to terminate the ExecutiveEmployee's employment under this Agreement at any time for Cause upon written notice to the ExecutiveEmployee. In the event the ExecutiveEmployee's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof Employee through the date of termination. (dc) The Company shall have the right to terminate the ExecutiveEmployee's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the ExecutiveEmployee. If the Company terminates the ExecutiveEmployee's employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive Employee provided for hereunder for a period equal to the lesser of a two (x2) eighteen (18) months month from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the ExecutiveEmployee's employment hereunder be terminated Without Cause, the Company shall pay to the Executive Employee the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. .. The Executive Employee shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d6(d) by securing other employment or otherwise. (ed) The Executive Employee shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive Employee terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive Employee provided for in Section 7(d6(c) hereof upon the termination of the ExecutiveEmployee's employment by the Company Without Cause. (fe) The failure of the Company to continue the employment of the Executive Employee upon expiration of the entire two (2) year Employment Term as defined in Section 2 shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which after the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination.; (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to one (1) year from the greater date of nine (9) months or the remaining period of the Employment Term termination and (ii) pay an any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. .. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. The Company shall purchase Term Life Insurance on the Executive at an amount closest to the Executive’s annual salary to be paid to the Executive’s estate, or legal representative upon the death of the Executive. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which after the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination.; (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to one (1) year from the greater date of nine (9) months or the remaining period of the Employment Term termination and (ii) pay an any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. .. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or 8 legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one two (12) year period following the date of death, any Performance Bonus that would be payable for the one two (12) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one two (12) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one two (12) year period in which after the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination; provided that in no event shall the amount of the Performance Bonus be less than fifty percent (50%) of what it would have been for the entire year. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty ten (3010) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9x) months or 2 years from the date of termination and (y) the remaining period of the Employment Term and (ii) pay an any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occursoccurs and for the contract year following the year in which the termination occurred. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two (2) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one two (12) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one two (12) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which after the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination; provided that in no event shall the amount of the Performance Bonus be less than fifty percent (50%) of what it would have been for the entire year. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty ten (3010) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9x) months or two (2) years from the date of termination and (y) the remaining period of the Employment Term and (ii) pay an any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occursoccurs and for the contract year following the year in which the termination occurred. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, ; however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary salary for a one (1) year period following the date of death, death and reimbursement of any Performance Bonus that would be payable for the one (1) year period in which the Executive died amounts which are properly owing to the Executive pursuant to Section SECTION 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity , and reimbursement of business expenses which are properly owing owning to the Executive pursuant to Section SECTION 6 hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section SECTION 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser greater of (xa) eighteen one (181) months year from the date of termination and or (yb) the remaining period remainder of the Executive's Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section SECTION 6 hereof through the date of termination. If Any options granted to Executive hereunder to purchase shares of the Company terminates Company's common stock that are unvested at the Executive's employment hereunder time of such termination Without Cause after December 31, 2003, shall vest immediately and be immediately exercisable for the Company shall (i) continue to pay Salary term of such options pursuant to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. option agreement attached hereto as EXHIBIT A. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section SECTION 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section SECTION 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. In addition, the options shall be treated as in Section 7(d). (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one two (12) year period following the date of death, any Performance Bonus that would be payable for the one two (12) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one two (12) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one two (12) year period in which after the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty ten (3010) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser greater of (x) eighteen (18) months 2 years from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In 9 addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occursoccurs and for the contract year following the year in which the termination occurred. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive or the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one three (13) year month period following from the date of deathtermination, less any Performance Bonus that would be payable for the one (1) year period in which amounts received by the Executive died under any disability insurance policy maintained by the Company; and (ii) reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 6(a) hereof, through the date of termination. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one three (13) year month period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 6(a) hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty ten (3010) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser greater of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two (2) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.expenses

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's ’s employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's ’s estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid Salary for a one (1) year period following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. The Company shall purchase Term Life Insurance on the Executive at an amount closest to the Executive’s annual salary to be paid to the Executive’s estate, or legal representative upon the death of the Executive. (b) In the event of the Executive's ’s Incapacity, the Company may, in its sole discretion, terminate the Executive's ’s employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's ’s legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which after the Executive's ’s employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination.; (c) The Company shall have the right to terminate the Executive's ’s employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's ’s employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's ’s employment hereunder Without Cause at any time upon thirty (30) days' ’ prior written notice to the Executive. If the Company terminates the Executive's ’s employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of one (x1) eighteen (18) months year from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's ’s employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's ’s employment with the Company hereunder occurs. .. The Executive shall not be under any obligation to mitigate the Company's ’s obligation pursuant to this Section 7(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty (30) days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d) hereof upon the termination of the Executive's ’s employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two three (23) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's ’s obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's ’s employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's ’s estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid (i) pay the Salary then in effect for a one (1) year period following the date month of deathExecutive’s death (which shall be paid on a monthly basis); (ii) pay any amounts which have not been paid pursuant to Section 5(b) hereof and Section 5(d), if applicable; (iii) pay for any Performance Bonus that would be payable for the one accrued and unpaid vacation as provided in Section 6(b) hereof; and (1iv) year period in which reimburse the Executive died for any unpaid business expenses which are properly owing to the Executive payable pursuant to Section 6 7 hereof. (b) In the event of the Executive's ’s Incapacity, the Company may, in its sole discretion, terminate the Executive's ’s employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's ’s legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid pay the Salary then in effect for a one (1) year period from the date of terminationtermination (which shall be paid on a monthly basis), less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) pay any Performance Bonus that would be payable amounts which have not been paid pursuant to Section 5(b) hereof and Section 5(d), if applicable; (iii) pay for any accrued and unpaid vacation as provided in Section 6(b) hereof; and (iv) reimburse the one (1) year period in which the Executive's employment is terminated (payment of which shall be Executive for the entire year) due to Incapacity and reimbursement of any unpaid business expenses which are properly owing to the Executive payable pursuant to Section 6 7 hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's ’s employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's ’s employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary and vacation pay through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 7 hereof through the date of termination. (d) The Company shall have the right to terminate the Executive's ’s employment hereunder Without Cause at any time upon thirty twenty (3020) days' ’ prior written notice to the Executive. If the Company terminates the Executive's ’s employment hereunder Without Cause prior to December 31, 2003, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen (18) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003Cause, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and Term, but in no event for a period of less than one (1) year (which in either case shall be paid on a monthly basis, in equal installments); (ii) pay an unreimbursed any amounts which have not been paid pursuant to Section 5(b) hereof and Section 5(d), if applicable; (iii) pay for any accrued and unpaid vacation as provided in Section 6(b) hereof; and (iv) reimburse the Executive for any unpaid business expenses which are properly owing to the Executive payable pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. 7 hereof.. The Executive shall not be under any obligation to mitigate the Company's ’s obligation pursuant to this Section 7(d8(d) by securing other employment or otherwise. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good Reason, upon not less than thirty twenty (3020) business days prior written notice to the Company. Should the Executive terminate his employment hereunder for Good Reason, the Company shall be obligated to make the payments to the Executive provided for in Section 7(d8(d) hereof upon the termination of the Executive's ’s employment by the Company Without Cause. (f) The failure of the Company to continue the employment of the Executive upon expiration of the entire two twenty-six (226) year month Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.

Termination of Employment Term. (a) In the event of the death of the Executive during the Employment Term, the Executive's employment hereunder shall automatically terminate as of the date of death; provided, however, that the Executive's estate or legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, any accrued and unpaid pay Salary to such estate or legal representative for a one (1) year period through the end of the month following the date of death, any Performance Bonus that would be payable for the one (1) year period in which the Executive died which are properly owing to the Executive pursuant to Section 6 hereof. (b) In the event of the Executive's Incapacity, the Company may, in its sole discretion, terminate the Executive's employment hereunder upon written notice to the Executive; provided, however, that the Executive or the Executive's legal representative, as the case may be, shall be entitled to receive, and the Company shall pay, (i) any accrued and unpaid Salary for a one (1) year period from the date of termination, less any amounts received by the Executive under any disability insurance policy maintained by the Company; and (ii) any Performance Bonus that would be payable for the one (1) year period in which the Executive's employment is terminated (payment of which shall be for the entire year) due to Incapacity and reimbursement of business expenses which are properly owing to the Executive pursuant to Section 6 hereof, through the date of termination. (c) The Company shall have the right to terminate the Executive's employment under this Agreement at any time for Cause upon written notice to the Executive. In the event the Executive's employment hereunder is terminated by the Company for Cause, the Company shall only be obligated to pay accrued and unpaid Salary through the date of termination and the Company shall pay any accrued and unreimbursed business expenses which are were properly owing to the Executive incurred pursuant to Section 6 hereof through the date of termination. If the Executive's employment is terminated For Cause, all unvested Options shall automatically terminate and all vested and unexercised Options may not be exercised. (d) The Company shall have the right to terminate the Executive's employment hereunder Without Cause at any time upon thirty (30) days' prior written notice to the Executive. If the Company terminates the Executive's employment hereunder Without Cause prior to December 31, 2003Cause, the Company shall (i) continue to pay the Salary to the Executive provided for hereunder for a period equal to the lesser of (x) eighteen the lesser of twelve (1812) months from the date of termination and (y) the remaining period of the Employment Term and (ii) pay any unreimbursed business expenses which are were properly owing to the Executive incurred pursuant to Section 6 hereof through the date of termination. If the Company terminates the Executive's employment hereunder Without Cause after December 31, 2003, the Company shall (i) continue to pay Salary to the Executive provided for hereunder for a period equal to the greater of nine (9) months or the remaining period of the Employment Term and (ii) pay an unreimbursed business expenses which are properly owing to the Executive pursuant to Section 6 hereof through the date of termination. In addition, should the Executive's employment hereunder be terminated Without Cause, the Company shall pay to the Executive the Performance Bonus, if any, for the entire contract year in which the termination of the Executive's employment with the Company hereunder occurs. The Executive shall not be under any obligation to mitigate the Company's obligation pursuant to this Section 7(d) by securing other employment or otherwise. Notwithstanding the foregoing, the Company shall have the right to terminate the employment of the Executive during the Probationary Period and if the Company does so, upon such termination shall be obligated to pay Salary to the Executive for a period of three (3) months from the date of termination and to reimburse unreimbursed business expenses properly incurred pursuant to Section 6 hereof through the date of termination. (e) The Executive shall have the right to terminate his employment with the Company hereunder for Good ReasonCompany, upon not less than thirty (30) days prior written notice to the Company. Should Company hereunder, after the occurrence of a Change of Control and if the duties and responsibilities of the Executive terminate his employment hereunder for are significantly reduced following a Change of Control ("Good Reason"). Upon a termination of the Executive of employment pursuant to this Section 7(e), the Company Executive shall be obligated to make the payments entitled to the same benefits as the Executive provided for in would receive upon a termination by the Company without cause pursuant to Section 7(d) hereof upon hereof. (f) In the event of termination of the Executive's employment by as a result of a Change of Control, the Company Without Causeshall pay to the Executive an amount which, on an after-tax basis (including federal income and excise taxes, and state and local income taxes) equals the excise tax, if any, imposed by Section 4999 of the Internal Revenue code of 1986, as amended, upon the executive by reason of amounts payable under this agreement (including this Section 8). (fg) The failure of the Company to continue the employment of the Executive upon expiration of the entire two (2) year Employment Term shall not be considered a termination of employment for purposes of this Agreement. The Company's obligations with respect to the Performance Bonus for the last year of the Employment Term, if any, shall survive the expiration of this Agreement.