Common use of Termination With Compensation Clause in Contracts

Termination With Compensation. The Company shall have the right to terminate the Employment Term without cause at any time by giving the Employee 30 days' notice of the termination date. In addition, notwithstanding Section 4(d), the Employee may voluntarily terminate his employment with the Company for "good reason" during the one-year period following a Change of Control by giving the Company at least 60 days' notice of the termination date. If the Company terminates the Employment Term pursuant to this Section 5 prior to the occurrence of a Change of Control or after the one-year period following the occurrence of a Change of Control, the Company shall continue to pay to the Employee an amount equal to his Salary, payable in equal installments over the twelve-month period following the termination date. If the Company or the Employee terminates the Employment Term pursuant to this Section 5 during the one-year period following the occurrence of a Change of Control, the Company shall continue to pay to the Employee an amount equal to the sum of his Salary and the targeted Bonus for the year in which the termination date occurs, payable in equal installments over the twelve-month period following the termination date. For purposes of this Section 5, "good reason" shall mean that the Employee experiences a substantial reduction in his total compensation (i.e., the sum of his Salary and potential Bonus) and/or a major change in his reporting relationship. For purposes of this Section 5, "Change of Control" shall have the same meaning as in the Stock Option Plan. 5 The amount to be paid under this Section 5 is referred to herein as the "Termination Compensation." The Employee shall not be entitled to any Termination Compensation unless the Employee executes and delivers to the Company after a notice of termination a release in a form satisfactory to the Company in its sole discretion by which the Employee releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5 is to be provided in consideration for the above-specified release.

Termination With Compensation. The Company shall have the right to ----------------------------- terminate the Employment Term without cause at any time by giving the Employee 30 days' notice of the termination date. In addition, notwithstanding Section 4(d), the Employee may voluntarily terminate his employment with the Company services under this Agreement "for "good reason" during the one-year period following a Change of Control by giving the Company at least 60 Board 30 days' notice of such intent, which notice shall set forth in reasonable detail the facts and circumstances which constitute "for good reason". In the event of a termination date. If the Company terminates of the Employment Term pursuant to this Section 5 prior to the occurrence of a Change of Control or after the one-year period following the occurrence of a Change of Control, the Company shall continue to pay to the Employee an amount equal to his Salary, payable in equal installments over the twelve-month period following the termination date. If the Company or the Employee terminates the Employment Term pursuant to this Section 5 during the one-year period following the occurrence of a Change of Control5, the Company shall continue to pay to the Employee an amount equal to the sum of his Salary and plus the targeted Bonus paid for the prior calendar year, and continue to provide the Fringe Benefits listed in paragraph (a) of Exhibit C hereto for a period ending one year in which after the termination date occurs, payable in equal installments over the twelve-month period following the termination dateof any such termination. For purposes of this Section 5, "good reason" shall mean that the Employee experiences a substantial reduction in his total compensation (i.e., the sum of his Salary and potential Bonus) and/or a major change in his reporting relationship. For purposes of this Section 5, "Change of Control" shall have the same meaning as in the Stock Option Plan. 5 The amount to be paid and the Fringe Benefits to be provided under this Section 5 is are referred to herein as the "Termination Compensation." The Employee shall not be entitled to any Termination Compensation unless the Employee executes and delivers to the Company after a notice of termination a release in a form satisfactory to the Company in its sole discretion by which the Employee releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5 is to be provided in consideration for the above-specified release. For purposes hereof, the term "for good reason" shall mean any material breach by the Company of any provision of this Agreement which is not fully addressed within 30 days after written receipt of notice of a breach, including the occurrence of any of the following events without Employee's express written consent: (1) the assignment to Employee of any duties inconsistent with Employee's positions, duties, responsibilities and status with the Company immediately prior to a change in control; (2) a material change in Employee's reporting responsibilities, titles or offices as in effect immediately prior to a change in control; (3) any removal of Employee from, or any failure to re-elect Employee to the office of Chief Executive Officer, except in connection with a termination of employment pursuant to this Agreement; (4) the breach of the last sentence of Section 1(a) hereof; or (5) the refusal of any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that is or becomes a "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the voting power of the then outstanding securities of the Company, to assume the obligations of the Company hereunder.

Termination With Compensation. The Company shall have the right to ----------------------------- terminate the Employment Term without cause at any time by giving the Employee 30 days' notice of the termination date. In addition, notwithstanding Section 4(d), the Employee may voluntarily terminate his employment with the Company services under this Agreement "for "good reason" during the one-year period following a Change of Control by giving the Board of Directors of the Company at least 60 days' twenty (20) business days prior written notice of such intent, which notice shall set forth in reasonable detail the facts and circumstances which constitute "for good reason". In the event of a termination date. If the Company terminates of the Employment Term pursuant to this Section 5 prior to the occurrence of a Change of Control or after the one-year period following the occurrence of a Change of Control5, the Company shall continue to pay to the Employee an amount equal to his Salary, payable in equal installments over the twelve-month period following the termination date. If the Company or the Employee terminates the Employment Term pursuant to this Section 5 during the one-year period following the occurrence of a Change of Control, the Company shall Salary and continue to pay to provide the Employee an amount equal to Fringe Benefits listed in paragraph (a) of Exhibit A hereto for a period ending nine months after the sum date of his any such termination. The Salary and the targeted Bonus for the year in which the termination date occurs, payable in equal installments over the twelve-month period following the termination date. For purposes of this Section 5, "good reason" shall mean that the Employee experiences a substantial reduction in his total compensation (i.e., the sum of his Salary and potential Bonus) and/or a major change in his reporting relationship. For purposes of this Section 5, "Change of Control" shall have the same meaning as in the Stock Option Plan. 5 The amount to be paid and the Fringe Benefits to be provided under this Section 5 is are referred to herein as the "Termination Compensation." The Employee shall not be entitled to any Termination Compensation unless the Employee executes and delivers to the Company after a notice of termination a release in a form satisfactory to the Company in its sole discretion by which the Employee releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation. The parties hereto acknowledge that the Termination Compensation to be provided under this Section 5 is to be provided in consideration for the above-specified release. The Company's obligations under this Section 5 shall be reduced by and to the extent of any income earned by the Employee through employment with an employer other than the Company that is received by or accrued for the benefit of the Employee during the remainder of the Employment Term; provided, however, that such obligations shall only be so -------- ------- reduced by any such earnings if the Company, upon written request from the Employee, grants a waiver of its rights under Section 6 hereunder. For purposes hereof, the term "for good reason" shall mean (i) any material breach by the Company of any provision of this Agreement which is not fully addressed within thirty (30) days after written receipt of notice of a breach or (ii) (A) on or after the date any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is or becomes a "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the voting power of the then outstanding securities of the Company (such event is referred to as a "change in control") and (B) without Employee's express written consent, any of the following shall occur: (1) the assignment to Employee of any duties inconsistent with Employee's positions, duties, responsibilities and status with Employee immediately prior to a change in control; (2) a change in Employee's reporting responsibilities, titles or offices as in effect immediately prior to a change in control; (3) any removal of Employee from, or any failure to re-elect Employee to the office of Chief Operating Officer, except in connection with a termination of employment pursuant to this Agreement.