Common use of Termination Without Cause and Resignation for Good Reason Clause in Contracts

Termination Without Cause and Resignation for Good Reason. The Company shall have the right to terminate this Agreement and the employment of Executive with the Company for any reason or no reason and without cause upon written notice to Executive of such termination, and the Executive shall have the right to resign for Good Reason (as hereinafter defined); provided that, except as otherwise provided in paragraph (c) below, (i) the Company shall continue to pay to the Executive the Salary then in effect, together with any Bonus which may have accrued or which otherwise would have been granted by the Board had the Executive not been terminated or resigned for two years following the Termination Date, in accordance with the customary payroll practices of the Company for its senior management personnel (except in the event the Executive resigns for Good Reason as defined in paragraph (e)(ii)(d) below, in which case the amount otherwise payable under this clause (i) will be reduced by 50%), (ii) the Company shall continue any benefits in which the Executive then participates on the same basis of participation and subject to all terms and conditions of such plans as applied prior to such termination or resignation, and (iii) all non-vested options to purchase shares of Common Stock granted under the 1998 Plan shall vest on the Termination Date and the Executive shall be entitled to all rights with respect to such options or Common Stock purchased under the 1998 Plan for a period of two years following the Termination Date. All restrictions on Restricted Stock purchased by the Executive shall, subject to applicable securities laws, rules and regulations, lapse on the Termination Date.

Termination Without Cause and Resignation for Good Reason. The Company shall have the right to terminate this Agreement and the employment of Executive with the Company for any reason or no reason and without cause upon written notice to Executive of such termination, and the Executive shall have the right to resign for Good Reason (as hereinafter defined); provided that, except as otherwise provided in paragraph (c) below, (i) the Company shall continue to pay to the Executive the Salary then in effect, together with any Bonus which may have accrued or which otherwise would have been granted by the Board had the Executive not been terminated or resigned for two years following the Termination Dateremainder of the Employment Term as set forth in Section 3, in accordance with the customary payroll practices of the Company for its senior management personnel (except in the event the Executive resigns for Good Reason as defined in paragraph (e)(ii)(d) below, in which case the amount otherwise payable under this clause (i) will be reduced by 50%)personnel, (ii) the Company shall continue any benefits in which the Executive then participates on the same basis of participation and subject to all the terms and conditions of such plans as applied prior to such termination or resignation, and (iii) all non-vested stock options to purchase shares of Common Stock granted under the 1998 Plan shall vest on the Termination Date and the Executive shall be entitled to all rights with respect to such options or Common Stock purchased under the 1998 Plan for a period of two years following the Termination Date. All restrictions on Restricted Stock purchased by , (iv) the Company shall assign to the Executive shall, subject the automobile provided to applicable securities laws, rules and regulations, lapse on the Termination DateExecutive pursuant to Section 5(b) above.

Termination Without Cause and Resignation for Good Reason. The Company shall have the right to terminate this Agreement and the employment of Executive with the Company for any reason or no reason and without cause upon written notice to Executive of such termination, and the Executive shall have the right to resign for Good Reason (as hereinafter defined); provided that, except as otherwise provided in paragraph (c) below, (i) the Company shall continue to pay to the Executive the Salary then in effect, together with any Bonus which may have accrued or which otherwise would have been granted by the Board had the Executive not been terminated or resigned for two years following the Termination Date, in accordance with the customary payroll practices of the Company for its senior management personnel (except in the event the Executive resigns for Good Reason as defined in paragraph (e)(ii)(d) below, in which case the amount otherwise payable under this clause (i) will be reduced by 50%), (ii) the Company shall continue any benefits in which the Executive then participates on the same basis of participation and subject to all terms and conditions of such plans as applied prior to such termination or resignation, and (iii) all non-vested options to purchase shares of Common Stock granted under the 1998 Plan Plans shall vest on the Termination Date and the Executive shall be entitled to all rights with respect to such options or Common Stock purchased under the 1998 Plan Plans for a period of two years following the Termination Date. All restrictions on Restricted Stock purchased by the Executive shall, subject to applicable securities laws, rules and regulations, lapse on the Termination Date.