Common use of Termination Other Than For Cause or Resignation for Good Reason Clause in Contracts

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's then current base salary for the 12 month severance period ("Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through the date of termination, (d) during the Severance Period, Identix shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all options to purchase Common Stock granted to Employee by Identix, whether prior to or after the Effective Date, shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 shall be paid to Employee's heirs or legal representative.

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after by giving at least 30 days' notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's then current base salary for a period of eighteen (18) months from the 12 month severance period effective date of Termination Other Than For Cause or Resignation for Good Reason ("Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-an initial lump sum payment, an amount equivalent to Employee's base salary for twelve (12) months, and to be paid, in a subsequent lump sum payment on or about that date which is 12 months after the effective date of Termination Other Than For Cause or Resignation for Good Reason, an amount equivalent to Employee's base salary for six (6) months, rather than receiving such aggregate amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued the pro-rata portion of Employee's then current fiscal-year target bonus that is deemed, in the reasonable and mutual judgment of the Employee and the Compensation Committee of the Board, to have been earned (but is as yet unpaid) through the date of termination, based on the previously established performance objectives for Employee (understanding that if Employee is operating to any individual-specific performance objectives, and such objectives are unattainable solely by virtue of a Termination Other Than For Cause or Resignation for Good Reason, the degree to which such objectives are unattainable as a result of a Termination Other Than For Cause or Resignation for Good Reason shall be a factor for consideration in the reasonable determination of the aggregate pro-rata portion of Employee's target bonus deemed payable hereunder at the date of termination), (d) during the Severance Periodperiod that is twelve (12) months following the effective date of Termination Other Than For Cause or Resignation for Good Reason, Identix shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and termination),and (e) all options to purchase Common Stock Options granted to Employee by Identix, whether prior to or after the Effective Date, shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 shall be paid to Employee's heirs or legal representative.

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's his then current base salary for the 12 month severance period number of months indicated on Exhibit A (the "Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through the effective date of termination, (d) during the Severance Period, Identix the Company shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all options to purchase Common Stock granted to Employee by Identix, whether prior to or after the Effective Date, Identix shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 shall be paid to Employee's heirs or legal representative." 3. New Section

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' upon 10 days prior notice to Employee of such termination or pay in lieu of such noticetermination. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's then current base salary (i) within 10 business days following the effective date of any Termination Other Than For Cause or Resignation for Good Reason, the 12 month severance period ("Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paidgross sum of [redacted], in one-a lump sum paymentsum, an amount equivalent to Employee's base salary for 12 monthsless all appropriate taxes, rather than receiving such amount in regular payments over withholdings and deductions, and (ii) within 10 business days after the term one year anniversary of the Severance Periodeffective date of any Termination Other Than For Cause or Resignation for Good Reason, the gross sum of [redacted], in a lump sum, less all appropriate taxes, withholdings and deductions, (c) Employee shall immediately be paid all bonuses accrued "earned" through the date of termination, as defined on Schedule A, (d) during the Severance Periodfor a period of 12 months following termination, Identix shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all options to purchase Common Stock granted to Employee by Identix, whether prior to or after the Effective Date, shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 3.4 shall be paid to Employee's heirs or legal representative.

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, salary and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's his then current base salary for until that date which is one calendar year from the 12 month severance period effective date of termination ("Severance Period"); , provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through the date of termination, (d) during the Severance Period, Identix shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all options to purchase Common Stock granted to Employee by Identix, whether prior to or after the Effective Date, Identix shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 5 shall be paid to Employee's heirs or legal representative." 4. New Section 11. A new Section 11 shall be inserted into the Agreement as follows:

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' ’ notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's ’s then current base salary for the 12 month severance period ("“Severance Period"”); provided, that Employee shall have the right, exercisable in Employee's ’s sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's ’s base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through a cash payment equal to (1) Employee’s annual bonus potential at the effective date of terminationthe Termination Other Than For Cause or Resignation for Good Reason, if such date occurs on or prior to June 30, 2005, or (2) Employee’s annual bonus potential at the effective date of the Termination Other Than For Cause or Resignation for Good Reason, less all bonus amounts previously paid to Employee for the fiscal year in which such applicable termination or resignation has occurred, if such effective date occurs on or after July 1, 2005, (d) during the Severance Period, Identix shall make COBRA payments to continue Employee's ’s medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's ’s term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all options to purchase Common Stock granted to Employee by Identix, whether prior to or after the Effective Date, shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such options, but Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 shall be paid to Employee's ’s heirs or legal representative.

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix may effect a Termination Other Than For Cause at any time after giving at least 30 days' notice to Employee of such termination or pay in lieu of such notice. Upon the effective date of any Termination Other Than For Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's then current base salary for the a 12 month severance period ("Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through the date of termination, (d) during the Severance Period, Identix the Company shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to termination), and (e) all the options to purchase Common Stock granted to Employee by Identixon April 29, whether prior 1999 (but not the shares of restricted stock granted to or after the Effective Date, Employee on such date) shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months from the effective date of termination to exercise such stock options, (f) all other unvested options to purchase Common Stock granted to Employee by Identix shall fully vest immediately (but not shares of restricted stock), and Employee shall have 12 months from the effective date of termination to exercise such stock options; provided however that there shall be no acceleration of vesting for any restricted stock granted to Employee by Identix, nor shall there be any acceleration of vesting of any options to purchase Common Stock granted to Employee by Identix that have an exercise or purchase price less than $4.75 per share ("$0.26 Options"), and any and all $0.26 Options and shares of restricted stock that have vested on or prior to the effective date of termination shall expire 90 days after termination date; and provided further that Employee shall not be paid any other compensation or reimbursement of any kind. If any Termination Other Than For Cause is the result of the death of Employee, all payments payable under this Section 2.4 shall be paid to Employee's heirs or legal representative." 4. New Section 2.6. A new Section 2.6 shall be inserted into the Agreement as follows:

Termination Other Than For Cause or Resignation for Good Reason. Notwithstanding anything else in this Agreement, Identix the Company may effect a Termination Other Than For for Cause at any time after giving at least 30 days' upon written notice to Employee of such termination or pay termination, and Employee may effect a Resignation for Good Reason in lieu of such noticeaccordance with procedures set forth in Section 2.1(f). Upon the effective date of any Termination Other Than For for Cause or Resignation for Good Reason: (a) the Company shall pay Employee all accrued but unpaid base salary and bonus (excluding any bonus for the period covered by the Pro Rata bonus amount) to the effective date of termination; (b) Employee shall be paid a severance payment calculated and payable in the manner set forth below; (c) Employee shall be paid his Pro Rata Bonus for the fiscal year of the date of termination; (d) during the one year period following the effective date of Termination Other Than for Cause or Resignation for Good Reason, (a) Employee shall immediately be paid all accrued salary, and all accrued vacation pay, all to the effective date of termination, (b) as severance compensation, Employee shall continue to be paid Employee's then current base salary for the 12 month severance period ("Severance Period"); provided, that Employee shall have the right, exercisable in Employee's sole judgment, to be immediately paid, in one-lump sum payment, an amount equivalent to Employee's base salary for 12 months, rather than receiving such amount in regular payments over the term of the Severance Period, (c) Employee shall immediately be paid all bonuses accrued through the date of termination, (d) during the Severance Period, Identix Company shall make COBRA payments to continue Employee's medical and dental benefits (or pay Employee an amount equivalent to such COBRA payments) and shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to terminationtermination or the amount required for Employee to obtain such coverage on an individual basis if greater), and ; (e) during the one year period following the effective date of Termination Other Than for Cause or Resignation for Good Reason, the Company shall make contributions on Employee's behalf to any then existing Company qualified and nonqualified defined contribution and defined benefit plans in the amounts that the Company would have made had Employee's employment continued, or make payments equal to the amount of such contributions directly to Employee to the extent such contributions are not permitted by law or under the terms of such plans; and (f) notwithstanding any provision of any plan or agreement to the contrary, all options to purchase Common Stock the Company's common stock and other stock-based awards granted to Employee by Identix, whether prior to or after the Effective Date, Company shall fully vest immediately, and notwithstanding any provision of any relevant stock option agreement or stock option plan to the contrary, Employee shall have 12 months one year from the effective date of termination to exercise such optionshis options to purchase the Company's common stock, but Employee shall not be paid any other compensation or reimbursement of any kind, other than as required by law or pursuant to the Company's benefit plans or reimbursement of expenses incurred as of the effective date of termination in accordance with Company policy. For purposes of Section 2.5(b) above, Employee's severance payment shall be an amount equal to the greater of: (A) two times the aggregate amount of his then current base salary and Highest Bonus; and (B) the lesser of: (i) $2,000,000.00; and (ii) five percent (5%) of the Company's Liquid Assets. If any Termination Other Than For Cause Employee's severance amount is the result of the death of Employeebased on (A) above, all payments payable under this Section 2.4 his severance shall be paid over a two year period in accordance with the Company's customary payroll policies; provided, however if the severance amount payable under (B) is less than the amount payable under (A), Employee instead may elect to receive the lesser payment under (B) in the form of a lump sum payment by providing written notice to the Company within thirty (30) days following the effective date of his termination. If Employee's heirs or legal representativeseverance amount is based on (B) above, his severance shall be paid in a lump sum within thirty (30) days after the effective date of his termination.