Common use of Termination Other Than for Cause Clause in Contracts

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by XX Xxxxxx on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In If, during the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contraryEmployment Period, the Company may, shall terminate the Executive's employment (other than in the Company's sole discretion, by delivery case of a notice termination for Cause), the Executive shall terminate his employment for Good Reason or the Executive's employment shall terminate by reason of death or Executive becoming eligible for long-term disability benefits under Company sponsored disability plan(s) (which circumstance shall hereinafter be referred to as "disability") (termination in any such case being referred to as a "Termination"): (i) the Company shall pay to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check amount in cash equal to the present value sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (B) an amount equal to the maximum Incentive Compensation benefit described in Section 3(b) of this Agreement for the fiscal year of the flow Company that includes the Date of cash payments that would otherwise be paid to Termination multiplied by a fraction the Employee pursuant to this subsection 6.2. Such present value numerator of which shall be determined as the number of days from the date beginning of delivery such fiscal year to and including the Date of Termination and the notice denominator of election by the Company and which shall be 365, which calculation shall be based on the prime rate, as reported by XX Xxxxxx assumption that all target performance goals in effect on the date Date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment Termination will be exceeded to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event maximum extent possible and that the Employee is not otherwise entitled to fully exercise Executive will make any and all awards granted to him under elections available that would maximize the Company's amount of Incentive Stock PlanCompensation, and (C) any compensation and restricted stock previously deferred by the Incentive Stock Plan does Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not otherwise provide for acceleration of exerciseability upon theretofore paid. (The amounts specified in clauses (A), (B) and (C) shall be hereinafter referred to as the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause."Accrued Obligations"

Termination Other Than for Cause. In the event the Employee's -------------------------------- Executive’s employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's ’s sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by XX Xxxxxx in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's ’s Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the twelve-month period commencing on the effective date of such termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime ratea discount rate equal to LIBOR plus 2.25%, as reported by XX Xxxxxx in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting through its ------------ Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or re assignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by XX Xxxxxx on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but not otherwise entitled to fully exercise all awards granted to him under in any event less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the employ of ------------ the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any option agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the -------------------------------- Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his her Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him her under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting through its ------------ Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or reassignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by XX Xxxxxx on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but not otherwise entitled to fully exercise all awards granted to him under in any event less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the employ of ------------ the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by XX Xxxxxx in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability exercisability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one year period commencing on the effective date 104 of such termination (1whichever period is shorter) year from the date plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by XX Xxxxxx in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from through the date remainder of termination. Providedthe Employment Term, on the dates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In Section 7.01. The Employee recognizes that the event Company, acting ------------ through its Board of Directors, has the Employee's -------------------------------- legal right to remove him as an officer, either by termination of his employment is terminated or reassignment to another position, if the best interests of the Company will be so served. Should such a removal occur for any reason not constituting a termination for cause under the next preceding Section above and not in a Termination Other Than for Causeconnection with death or disability under Paragraph 12, the Employee shall be paid entitled to continue in another position of comparable executive status or as severance compensation his Base Salary, at the rate payable at the time of such termination, for one (1) year from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced a consultant as designated by the amount Board of compensation that Directors or appropriate committee thereof for the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value unexpired portion of the flow term of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by XX Xxxxxx on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its electionAgreement or any renewal or extension hereof. In the event that the Company does not designate an alternative position as previously indicated, it shall pay to the Employee is as liquidated damages, in full satisfaction of its obligation hereunder (exclusive of any vested rights that may accrue to the Employee under any profit-sharing, pension or insurance plan that may now or hereafter be in effect), an amount equal to the balance of the salary that would otherwise have been paid to the Employee under Section 3.01 during the unexpired portion of the term hereof, but in any event not otherwise entitled to fully exercise all awards granted to him under less than twelve (12) months' basic salary. Such amount may be paid at the Company's Incentive Stock Planelection in equal consecutive monthly installments over a period no longer than the remaining term of this contract. Section 7.02. In the event of the Employee's death while in the ------------ employ of the Company, and the Incentive Stock Plan does not otherwise provide for acceleration Company shall pay to Employee's designated beneficiaries, or if no such designation, then to his spouse or to his estate, if his spouse has predeceased him, the following: An amount equal to six (6) months' compensation based on an average of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, twelve (12) months' compensation preceding such awards shall become immediately exercisable upon a Termination Other Than for Causedeath.

Termination Other Than for Cause. In the event the Employee's -------------------------------- ’s employment is terminated in a Termination Other Than for CauseFor Cause and subject to the provisions of subsection 5.2., the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one the two year period beginning on the effective date for such termination, plus (1i) year from the date any accrued and unpaid Bonus due Employee under paragraph 4.3 of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the calendar year of Employee’s termination and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentfollowing calendar year as though all requisite targets were fully and completely achieved. Notwithstanding any provision in this subsection 6.2 6.1 to the contrary, the Company may, in the Company's ’s sole discretion, by delivery of a notice to the Employee within thirty (30) 30 days following a Termination Other Than for For Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's ’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by XX Xxxxxx in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) 30 days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his her Base Salary, at the rate payable at the time of such termination, through the remainder of the Employment Term and for an additional one (1) year from period thereafter, on the date of termination. Provideddates specified in subsection 4.1; provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company Employee may, in the CompanyEmployee's sole discretion, by delivery of a notice to the Employee Company within thirty (30) days following a Termination Other Than for Cause, elect to remit to receive from the Employee Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported by XX Xxxxxx in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Company Employee elects to remit receive a lump sum severance payment, the Company shall make such payment to the Employee within thirty ten (3010) days following the date on which the Company Employee notifies the Employee Company of its the Employee's election. In addition to the event that severance payment payable under this subsection 6.2, the Employee is not otherwise shall be paid an amount equal to the average annual bonus earned by Employee in the two (2) years immediately preceding the date of termination and, notwithstanding any provision to the contrary under the Company's Incentive Stock Plan or any agreements with the Employee thereunder, the Employee shall be entitled to fully exercise all an accelerated vesting of any awards granted to him the Employee under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the EmployeeExecutive's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee Executive shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for through the remaining period of the Contract Term or the one (1) year from period commencing on the effective date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof termination (whichever period is shorter) plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Company Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment as though all requisite targets were fully and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employmentcompletely achieved. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee Executive within thirty (30) 30 days following a Termination Other Than for Cause, elect to remit to the Employee Executive a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee Executive pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on a discount rate equal to the prime rate, as reported by XX Xxxxxx in The Wall Street Journal, on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee Executive within thirty (30) 30 days following the date on which the Company notifies the Employee Executive of its election. In the event that the Employee Executive is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.

Termination Other Than for Cause. In the event the Employee's -------------------------------- employment is terminated in a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary, at the rate payable at the time of such termination, for one two (12) year years from the date of termination. Provided, however, that if the Employee obtains other employment during such period, the Employee shall promptly give notice thereof to the Company and the severance compensation payable to the Employee during such period will be reduced by the amount of compensation that the Employee is receiving from such other employment. Notwithstanding any provision in this subsection 6.2 to the contrary, the Company may, in the Company's sole discretion, by delivery of a notice to the Employee within thirty (30) days following a Termination Other Than for Cause, elect to remit to the Employee a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this subsection 6.2. Such present value shall be determined as of the date of delivery of the notice of election by the Company and shall be based on the prime rate, as reported by XX Xxxxxx on the date of delivery of the election notice. If the Company elects to remit a lump sum severance payment, the Company shall make such payment to the Employee within thirty (30) days following the date on which the Company notifies the Employee of its election. In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock PlanPlan (or other stock plan approved by the Company's Board of Directors and/or shareholders), and the Incentive Stock Plan (or other stock plan approved by the Company's Board of Directors and/or shareholders) does not otherwise provide for acceleration of exerciseability upon the occurrence of a Termination Other Than for Cause described herein, such awards shall become immediately exercisable upon a Termination Other Than for Cause.