Common use of Termination with Cause by the Company Clause in Contracts

Termination with Cause by the Company. This Agreement may be terminated with Cause (as hereinafter defined) by the Company provided that the Company shall (i) give Executive the Notice of Termination (as hereinafter defined), and (ii) pay Executive his annual base salary through the Termination Date (as hereinafter defined) at the rate in effect at the time the Notice of Termination is given, plus any bonus or incentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Termination Date. Notwithstanding the foregoing, if Executive is terminated with Cause pursuant to Section 11.02(ii) and, subsequently, charges are dropped, Executive is found not guilty or otherwise cleared of wrongdoing, before or after trial or following appeal, then in such event, the Company shall promptly thereupon pay Executive (or to his estate in the event of Executive’s death) two year’s severance equal to the amount of the compensation and other benefits described in Section 5 of this Agreement to which Executive was entitled as of the Termination Date, with such payments being made in equal installments over the 24 months following the Termination Date, and such other amount as may be necessary to make Executive whole for any incremental taxes due as a result of such severance payments. In addition, all stock options issued to Executive shall immediately be vested as of the Termination Date.