Common use of Termination Term Clause in Contracts

Termination Term. (a) The term of this Agreement (the "Term") shall commence on the Effective Date and end on July 31, 1999. The term shall be automatically extended for successive two (2) year periods unless either party hereto delivers to the other party written notice at least three (3) months prior to the end of the Term of its desire to terminate this Agreement. (b) Notwithstanding the terms of Section 6 (a) hereof, This Agreement and the Executive's employment hereunder may be terminated as follows: (i) immediately, without any notice by or to either party hereto, upon the death of the Executive; (ii) immediately by the Company for the Disability of the Executive upon delivery by the Company to the Executive of a Notice of Termination; (iii) immediately by the Company for Cause upon delivery by the Company to the Executive of a Notice of Termination; or (iv) by the Executive for Good Reason upon delivery by the Executive to the Company of a Notice of Termination. (c) If the Executive's employment with the Company shall be terminated during the Term (i) by reason of the Executive's death, or (ii) by the Company for Disability or Cause, the Company shall pay to the Executive (or in the case of his death, the Executive's estate) within fifteen days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. In addition, if the Company terminates the Executive's employment with the Company other than for Cause, the Company shall pay to the Executive within fifteen days after the Termination date a lump sum cash payment equal to the Executive's Base Salary plus the stock rights provided in Section 6 (d) (ii) hereof. In the event of termination of this Agreement by reason of the death or Disability of the Executive, he, his estate or legal representatives shall also be entitled to the stock rights set forth in Section 6 (d) (ii) hereof. (d) If the Executive's employment with the Company shall be terminated by Executive for Good Reason, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following: (i) the Company shall pay the Executive a lump sum cash payment within fifteen days of the Termination Date of an amount equal to Executive's Base Salary; (ii) the restrictions on any outstanding incentive awards (including stock options) granted to the Executive under any of the Company's stock option, stock purchase or under any other incentive plan or arrangement shall lapse and all stock options and stock appreciation rights granted to the Executive and shall become 100% vested and immediately exercisable. (e) In the event the Executive resigns from his employment with the Company, other than for Good Reason pursuant to Section 6(b)(iv) hereof, or is terminated by the Company for Cause, then the Executive shall receive Accrued Compensation and all of the IPO Options according to the following schedule if such resignation occurs: (i) before July 1, 1997, 25% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (ii) as of July 1, 1997, 50% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (iii) as July 1, 1998, 75% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; and (iv) as of July 1, 1999, 100% of the IPO Options shall be vested and exercisable. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment. (g) The severance pay and benefits provided for in this Section 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect. (h) The benefits paid or provided herein shall be the only benefits paid to the Executive or his estate.

Termination Term. (a) The term of this Agreement (the "Term") shall commence on the Effective Date and end on July 31, 1999two (2) years thereafter. The term shall be automatically extended for successive two (2) year periods unless either party hereto delivers to the other party written notice at least three (3) months prior to the end of the Term of its desire to terminate this Agreement. (b) Notwithstanding the terms of Section 6 (a) hereof, This Agreement and the Executive's employment hereunder may be terminated as follows: (i) immediately, without any notice by or to either party hereto, upon the death of the Executive; (ii) immediately by the Company for the Disability of the Executive upon delivery by the Company to the Executive of a Notice of Termination;; or (iii) immediately by the Company for Cause upon delivery by the Company to the Executive of a Notice of Termination; or (iv) by the Executive for Good Reason upon delivery by the Executive to the Company of a Notice of Termination. (c) If the Executive's employment with the Company shall be terminated during the Term (i) by reason of the Executive's death, or (ii) by the Company for Disability or Cause, the Company shall pay to the Executive (or in the case of his death, the Executive's estate) within fifteen days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. In addition, if the Company terminates the Executive's employment with the Company other than for Cause, the Company shall pay to the Executive within fifteen days after the Termination date a lump sum cash payment equal to the Executive's Base Salary plus the stock rights provided in Section 6 (d) (ii) hereof. In the event of termination of this Agreement by reason of the death or Disability of the Executive, he, his estate or legal representatives shall also be entitled to the stock rights set forth in Section 6 (d) (ii) hereof. (d) If the Executive's employment with the Company shall be terminated by Executive for Good Reason, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following: (i) the Company shall pay the Executive a lump sum cash payment within fifteen days of the Termination Date of an amount equal to Executive's Base Salary; (ii) the restrictions on any outstanding incentive awards (including stock options) granted to the Executive under any of the Company's stock option, stock purchase or under any other incentive plan or arrangement shall lapse and all stock options and stock appreciation rights granted to the Executive and shall become 100% vested and immediately exercisable. (e) In the event the Executive resigns from his employment with the Company, other than for Good Reason pursuant to Section 6(b)(iv) hereof, or is terminated by the Company for Cause, then the Executive shall receive Accrued Compensation and all of the IPO Options according to the following schedule if such resignation occurs: (i) before July 1, 1997, 25% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (ii) as of July 1, 1997, 50% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (iii) as July 1, 1998, 75% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; and (iv) as of July 1, 1999, 100% of the IPO Options shall be vested and exercisable. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment. (g) The severance pay and benefits provided for in this Section 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect. (he) The Base Salary, and benefits paid or provided herein herein, but no other additional compensation, shall be the only benefits paid to the Executive or his estateestate up to the effective date of termination of this Agreement for whatever reason, including the death of Executive, and not thereafter.

Termination Term. (a) The term of this Agreement (the "Term") shall commence on the Effective Date and end on July 31, 1999. The term shall be automatically extended for successive two (2) year periods unless either party hereto delivers to the other party written notice at least three (3) months prior to the end of the Term of its desire to terminate this Agreement. (b) Notwithstanding the terms of Section 6 (a) hereof, This this Agreement and the Executive's employment hereunder may be terminated as follows: (i) immediately, without any notice by or to either party hereto, upon the death of the Executive; (ii) immediately by the Company for the Disability of the Executive upon delivery by the Company to the Executive of a Notice of Termination; (iii) immediately by the Company for Cause upon delivery by the Company to the Executive of a Notice of Termination; or (iv) by the Executive for Good Reason upon delivery by the Executive to the Company of a Notice of Termination. (c) If the Executive's employment with the Company shall be terminated during the Term (i) by reason of the Executive's death, or (ii) by the Company for Disability or Cause, the Company shall pay to the Executive (or in the case of his death, the Executive's estate) within fifteen days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. In addition, except as otherwise provided above in the case of the Executive's death or Disability, if the Company terminates the Executive's employment with the Company other than for Cause, the Company shall pay to the Executive within fifteen days after the Termination date a lump sum cash payment equal to the Executive's Base Salary plus the stock rights provided in Section 6 (d) (ii) hereof. In the event of termination of this Agreement by reason of the death or Disability of the Executive, he, his estate or legal representatives shall also be entitled to the stock rights set forth in Section 6 (d) (ii) hereof. (d) If the Executive's employment with the Company shall be terminated by Executive for Good Reason, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following: (i) the Company shall pay the Executive a lump sum cash payment within fifteen days of the Termination Date of an amount equal to Executive's Base Salary; (ii) the restrictions on any outstanding incentive awards (including stock options) granted to the Executive under any of the Company's stock option, stock purchase or under any other incentive plan or arrangement shall lapse and all stock options and stock appreciation rights granted to the Executive and shall become 100% vested and immediately exercisable. (e) In the event the Executive resigns from his employment with the Company, other than for Good Reason pursuant to Section 6(b)(iv) hereof, or is terminated by the Company for Cause, then the Executive shall receive Accrued Compensation and all of the IPO Options according to the following schedule if such resignation resignation, or termination for Cause, occurs: (i) before July 1, 1997, 25% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (ii) as of July 1, 1997, 50% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (iii) as July 1, 1998, 75% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; and (iv) as of July 1, 1999, 100% of the IPO Options shall be vested and exercisable. (f) Should a person or persons other than the Executive assume day to day operations of the Company, or substantially diminish the Executive's effectiveness as President, the Executive may terminate this Agreement and receive within fifteen days of the Termination Date, an amount equal to the Executive's Base Salary and the IPO Options according to the Schedule set out in Section 6(e) above. (g) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment. (gh) The severance pay and benefits provided for in this Section 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect. (hi) The benefits paid or provided herein shall be the only benefits paid to the Executive or his estate.

Termination Term. (a) The term of this Agreement (the "Term") shall commence on the Effective Date and end on July 31, 1999two (2) years thereafter. The term shall be automatically extended for successive two (2) year periods unless either party hereto delivers to the other party written notice at least three (3) months prior to the end of the Term of its desire to terminate this Agreement. (b) Notwithstanding the terms of Section 6 (a) hereof, This this Agreement and the Executive's employment hereunder may be terminated as follows: (i) immediately, without any notice by or to either party hereto, upon the death of the Executive; (ii) immediately by the Company for the Disability of the Executive upon delivery by the Company to the Executive of a Notice of Termination;; or (iii) immediately by the Company for Cause upon delivery by the Company to the Executive of a Notice of Termination; or (iv) by the Executive for Good Reason upon delivery by the Executive to the Company of a Notice of Termination. (c) If the Executive's employment with the Company shall be terminated during the Term (i) by reason of the Executive's death, or (ii) by the Company for Disability or Cause, the Company shall pay to the Executive (or in the case of his death, the Executive's estate) within fifteen days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. In addition, if the Company terminates the Executive's employment with the Company other than for Cause, the Company shall pay to the Executive within fifteen days after the Termination date a lump sum cash payment equal to the Executive's Base Salary plus the stock rights provided in Section 6 (d) (ii) hereof. In the event of termination of this Agreement by reason of the death or Disability of the Executive, he, his estate or legal representatives shall also be entitled to the stock rights set forth in Section 6 (d) (ii) hereof. (d) If the Executive's employment with the Company shall be terminated by Executive for Good Reason, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following: (i) the Company shall pay the Executive a lump sum cash payment within fifteen days of the Termination Date of an amount equal to Executive's Base Salary; (ii) the restrictions on any outstanding incentive awards (including stock options) granted to the Executive under any of the Company's stock option, stock purchase or under any other incentive plan or arrangement shall lapse and all stock options and stock appreciation rights granted to the Executive and shall become 100% vested and immediately exercisable. (e) In the event the Executive resigns from his employment with the Company, other than for Good Reason pursuant to Section 6(b)(iv) hereof, or is terminated by the Company for Cause, then the Executive shall receive Accrued Compensation and all of the IPO Options according to the following schedule if such resignation occurs: (i) before July 1, 1997, 25% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (ii) as of July 1, 1997, 50% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; (iii) as July 1, 1998, 75% of the IPO Options shall be vested and exercisable and the Executive shall exercise only such amount and the balance shall not and cannot ever be exercised; and (iv) as of July 1, 1999, 100% of the IPO Options shall be vested and exercisable. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment. (g) The severance pay and benefits provided for in this Section 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect. (he) The Base Salary, and benefits paid or provided herein herein, but no other additional compensation, shall be the only benefits paid to the Executive or his estateestate up to the effective date of termination of this Agreement for whatever reason, including the death of Executive, and not thereafter.