Common use of Termination upon Executive's Resignation for Good Reason After a Change of Control Clause in Contracts

Termination upon Executive's Resignation for Good Reason After a Change of Control. If, during the Term of this Agreement, Executive's employment with the Company is terminated by Executive's Resignation for Good Reason after a Change of Control, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.D. below, pay Executive a severance payment equal to the severance payment due under Paragraph 7.B (i), Termination by Company Other Than For Cause. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) Any stock options then owned by Executive shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) three years after termination of Executive's employment with the Company, or (ii) the remainder of the exercise period provided for in the applicable option agreement(s) or by the Board of Directors, provided that this provision shall not extend the exercise period of Executive's options beyond the term of the option and the Company agrees to cause such exercise to be allowed (including following the request of the Compensation Committee to permit such exercise) pursuant to the Company's Stock Option Plan(s) or the comparable provision of any future plan or agreement; and (iii) For a five (5) year period following the date of Executive's termination of employment with the Company, Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment with equal or better health benefits, or engages in consulting with any other company for compensation where he is eligible for equal or better health benefits, the Company's obligation to provide Benefits Continuation shall cease.

Termination upon Executive's Resignation for Good Reason After a Change of Control. If, during the Term of this Agreement, Executive's employment with the Company is terminated by Executive's Resignation for Good Reason after a Change of Control, then Executive shall be entitled to the following severance benefits: (i) The Company shall, subject to the provisions of Section 7.D. below, pay Executive a severance payment equal to the two (2) times his Base Salary (50% of such severance payment due under Paragraph 7.B shall be paid in a lump sum (ipayable promptly upon the first date provided for such payment pursuant to Section 7.D below), Termination by Company Other Than For Causeand the remaining fifty percent (50%) of such severance payment shall be payable in twelve (12) equal, monthly installments, without interest). Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control. (ii) Any stock options then owned by Executive shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) three years after termination of Executive's employment with the Company, or (ii) the remainder of the exercise period provided for in the applicable option agreement(s) or by the Board of Directors), provided that this provision shall not extend the exercise period of Executive's options beyond the term of the option and the Company agrees to cause such exercise to be allowed (including following the request of the Compensation Committee to permit such exercise) pursuant to the Company's Stock Option Plan(s) or the comparable provision of any future plan or agreement; and (iii) For a five two (52) year period following the date of Executive's termination of employment with the Company, Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment with equal or better health benefits, or engages in consulting with any other company for compensation where he is eligible for equal or better health benefitscompensation, the Company's obligation to provide Benefits Continuation shall cease.