Common use of Termination Without Cause by Company/Severance Clause in Contracts

Termination Without Cause by Company/Severance. Company may terminate Employee’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Employee. In the event of such termination, Employee will receive Employee’s base salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Employee will receive a “Severance Payment” equivalent to twelve (12) months of Employee’s base salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over a twelve (12) month period, beginning on the first regular payday occurring 60 days following the termination date. Employee will only receive the Severance Payment if Employee executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefitstermination of employment. In addition, Employee Executive will receive a “Severance PaymentPackage” that shall include (a) a severance payment equivalent to twelve (12) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with the Company’s regular payroll cycle over commencing with the first payroll date occurring on or after the 60th day following the date of Executive’s termination of employment, (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) month months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, beginning and (c) acceleration of the vesting of the Annual Installment under the Option that would otherwise have vested on the first regular payday occurring 60 days next vesting date following the termination dateof Executive’s employment. Employee Executive will only receive the Severance Payment Package if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; and (ii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against the Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefitstermination of employment. In addition, Employee Executive will receive a “Severance PaymentPackage” that shall include (a) a severance payment equivalent to twelve (12) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with the Company’s regular payroll cycle over commencing with the first payroll date occurring on or after the 60th day following the date of Executive’s termination of employment, and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) month months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, beginning on the first regular payday occurring 60 days following the termination date. Employee Executive will only receive the Severance Payment Package if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; and (ii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against the Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued BenefitsStandard Entitlements. In addition, Employee the Executive will be entitled to receive a “Severance Payment” equivalent to twelve two (122) months of EmployeeExecutive’s base salary then in effect on the date of termination, current Base Salary. The Severance Payment shall be payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over a twelve (12) month period, beginning on the first regular payday occurring 60 days following the termination date. Employee Executive will only receive the applicable Severance Payment if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below and the Company’s Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement; (ii) executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee Executive may have against Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. , and (iii) agrees not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((i)-(iii) are collectively referred to hereafter as “Severance Obligations”) All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. Company may terminate Employee’s ---------------------------------------------- Executive's employment under this Agreement without Cause at any time on thirty (30) days’ ' advance written notice to EmployeeExecutive. In the event of such termination, Employee will Executive shall be entitled to receive Employee’s base salary the Base Salary then in effect, prorated to the date of terminationtermination and, and Accrued Benefits. In additionif Executive is terminated in calendar year 2002, Employee will receive a “Severance Payment” equivalent the guaranteed portion of his Target Bonus, prorated to twelve (12) months of Employee’s base salary then in effect on the date of termination. Executive will in addition receive (a) continued payment consistent with the Company's normal payroll procedures of Executive's salary at his Base Salary rate, payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over less applicable withholding, for 12 months following his termination ("Severance Period"); (b) continued payment of a twelve (12) month periodprorata share of Executive's Target Bonus, beginning on the first regular payday occurring 60 days following the termination date. Employee will only receive less applicable withholding, for the Severance Payment if Period; (c) accelerated vesting of the unvested portion of any stock option(s) held by the Employee that were granted by the Company effective the day prior to his termination; and (d) payment for the employee portion for the continuation of health benefits as provided under COBRA, for the Severance Period, provided that Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 12.7 below; (ii) complies with the provisions of the NonCompetition Agreement that Executive entered into concurrently with the Merger Agreement; and (iii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against Company arising out of or any way related to Employee’s Executive's employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefitstermination of employment. In addition, Employee Executive will receive a “Severance PaymentPackage” that shall include (a) a severance payment equivalent to twelve six (126) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with the Company’s regular payroll cycle over a twelve (12) month period, beginning on commencing with the first regular payday payroll date occurring 60 days on or after the 60th day following the date of Executive’s termination dateof employment, and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six (6) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Employee Executive will only receive the Severance Payment Package if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; and (ii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against the Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefitstermination of employment. In addition, Employee Executive will receive a “Severance PaymentPackage” that shall include (a) a severance payment equivalent to twelve (12) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with the Company’s regular payroll cycle over commencing with the first payroll date occurring on or after the 60th day following the date of Executive’s termination of employment, and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (121 2) month months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, beginning on the first regular payday occurring 60 days following the termination date. Employee Executive will only receive the Severance Payment Package if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; and (ii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against the Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Employeetime. In the event of such termination, Employee Executive will receive Employee’s base salary then in effect, prorated to the date of termination, and Accrued Standard Entitlements plus the following Severance Benefits. In addition, Employee will receive a “Severance Payment” equivalent to : (a) twelve (12) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as in the form of salary continuation in equal installments (the “Severance Pay”), and (b) the vesting of any stock options held by Executive at the time of such termination will accelerate (and, as applicable, any repurchase right applicable to Executive’s restricted stock shall lapse) as to the number of shares that otherwise would have vested and been exercisable as of the date that is twenty-four (24) months from the date of termination. The Severance Pay will be payable in accordance with Company’s regular payroll cycle over a twelve (12) month period, beginning on the first regular payday occurring 60 days following the termination datecycle. Employee will only receive Executive’s receipt of the Severance Payment if Employee executes Benefits will be contingent upon: (x) Executive’s compliance with all surviving provisions of this Agreement as specified in subparagraph 15.7 below; (y) Executive’s execution of a full general release in a form acceptable to provided by the Company, releasing all claims, known or unknown, that Employee Executive may have against Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with Company, ; and such release has become effective in accordance with its terms prior (z) Executive’s agreement to the 60th day act as a consultant for Company for up to a maximum of sixty (60) calendar days immediately following the termination datedate of termination, without additional compensation, if requested to do so by Company. All other Company obligations to Employee Executive pursuant to this Agreement will be become automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefitstermination of employment. In addition, Employee Executive will receive a “Severance PaymentPackage” that shall include (a) a severance payment equivalent to twelve (12) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with the Company’s regular payroll cycle over commencing with the first payroll date occurring on or after the 60th day following the date of Executive’s termination of employment, (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) month months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, beginning and (c) acceleration of the vesting of the Annual Installment under the Option that would otherwise have vested on the first regular payday occurring 60 days next vesting date following the termination dateof Executive’s employment. Employee Executive will only receive the Severance Payment Package if Employee Executive: (i) complies with all surviving provisions of this Agreement as specified in Section 13.8 below; and (ii) executes a full general release in a form acceptable to Companyrelease, releasing all claims, known or unknown, that Employee Executive may have against the Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.

Termination Without Cause by Company/Severance. Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to EmployeeExecutive. In the event of such termination, Employee Executive will receive EmployeeExecutive’s base salary Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Employee Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve six (126) months of EmployeeExecutive’s base salary Base Salary then in effect on the date of termination; and (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of six (6) months following Executive’s termination, payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over a twelve under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (12) month “COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, beginning on the first regular payday occurring 60 days following the termination date. Employee Executive will only receive the Severance Payment Package if Employee Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full full, unilateral, general release in a form acceptable to Company, releasing of all claims, known or unknown, that Employee Executive may have against Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with CompanyCompany (in a form satisfactory to the Company in its reasonable discretion), and such release has become effective in accordance with its terms prior to the 60th day following the termination datedate and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company ((x)-(z) are collectively referred to as “Severance Conditions”). All other Company obligations to Employee Executive will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.