Common use of Termination Outside a Change of Control Clause in Contracts

Termination Outside a Change of Control. During the Continuation Period Executive shall not engage in any "Competitive Activity" without first notifying the Company of the contemplated activity. Executive agrees that if there is any reasonable question regarding whether or not a contemplated activity would be a Competitive Activity, Executive will consult with the Board before engaging in the contemplated activity. The Compensation Committee of the Board will determine in its sole discretion whether the activity contemplated by Executive is a Competitive Activity and, if it so determines, Executive will forfeit his right to any and all continued payments and benefits under Section 4(b) of this Agreement if he proceeds to engage in the Competitive Activity during the Continuation Period.

Termination Outside a Change of Control. During the one (1) year following termination of his employment (the "Continuation Period Period"), Executive shall not engage in any "Competitive Activity" without first notifying the Company of the contemplated activity. Executive agrees that if there is any reasonable question regarding whether or not a contemplated activity would be a Competitive Activity, Executive will consult with the Board before engaging in the contemplated activity. The Compensation Committee of the Board will determine in its sole discretion whether the activity contemplated by Executive is a Competitive Activity and, if it so determines, Executive will forfeit his right to any and all continued payments and benefits under Section 4(b4(a) of this Agreement if he proceeds to engage in the Competitive Activity during the Continuation Period.