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

Termination Without Cause by Company/Severance. Company may terminate ---------------------------------------------- Executive's employment under this Agreement without Cause at any time on thirty (30) days' advance written notice to Executive. In the event of such termination, Executive shall be entitled to receive the Base Salary then in effect, prorated to the date of termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of his Target Bonus, prorated to 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, less applicable withholding, for 12 months following his termination ("Severance Period"); (b) continued payment of a prorata share of Executive's Target Bonus, less applicable withholding, for the Severance 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, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate ---------------------------------------------- Executive's ’s employment under this Agreement without Cause at any time on thirty (30) days' ’ advance written notice to Executive. In the event of such terminationtermination and contingent on the satisfaction of the “Severance Conditions” outlined in subsection 7.6 below, Executive shall be entitled to will receive the Standard Entitlements and a “Severance Package” that shall include the following: (a) a “Severance Payment” equivalent to nine (9) months of Executive’s Base Salary then in effect, prorated to the date of termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of his Target Bonus, prorated to 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, less applicable withholdingrequired deductions, for 12 months payable in lump sum on the first company payday following his termination ("the satisfaction of the Severance Period")Conditions; (b) continued payment of the premiums required to continue Executive’s group health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a prorata share period of Executive's Target Bonusnine (9) months following the date of termination, less applicable withholding, provided Executive elects to continue and remains eligible for the Severance Periodsuch benefits and does not become eligible for health coverage through another employer during this period; (c) accelerated vesting the right to retain Executive’s laptop computer and Blackberry or other PDA used by Executive, if any, as of the unvested portion date of any stock option(stermination, provided that Executive first delivers such device(s) held by the Employee that were granted by to the Company effective the day prior to his terminationfor removal of all Company proprietary information; and (d) payment for the employee portion for the continuation of health benefits 100% acceleration 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 termination date of all of the then-unvested shares subject to stock options for Company’s capital stock held by Executive entered into concurrently with at the Merger Agreement; and (iii) executes a full general release, releasing all claims, known time of such termination or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Companyresignation for good reason. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate ---------------------------------------------- Executive's ’s employment under this Agreement without Cause at any time on thirty (30) days' ’ advance written notice to Executive. In the event of such terminationtermination and contingent on the satisfaction of the “Severance Conditions” outlined in subsection 7.6 below, Executive shall be entitled to will receive the Standard Entitlements and a “Severance Package” that shall include the following: (a) a “Severance Payment” equivalent to nine (9) months of Executive’s Base Salary then in effect, prorated to the date of termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of his Target Bonus, prorated to 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, less applicable withholdingrequired deductions, for 12 months payable in lump sum on the first company payday following his termination ("the satisfaction of the Severance Period")Conditions; (b) continued payment of the premiums required to continue Executive’s group health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a prorata share period of Executive's Target Bonusnine (9) months following the date of termination, less applicable withholding, provided Executive elects to continue and remains eligible for the Severance Periodsuch benefits and does not become eligible for health coverage through another employer during this period; (c) accelerated vesting the right to retain Executive’s laptop computer and Blackberry or other PDA used by Executive, if any, as of the unvested portion date of any stock option(stermination, provided that Executive first delivers such device(s) held by the Employee that were granted by to the Company effective the day prior to his terminationfor removal of all Company proprietary information; and (d) payment for the employee portion for the continuation of health benefits 100% acceleration 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 termination date of all of the then-unvested shares subject to stock options for Company’s capital stock held by Executive entered into concurrently with at the Merger Agreement; and (iii) executes a full general release, releasing all claims, known time of such termination or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Companyresignation for Good Reason. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by Company/Severance. Company may terminate ---------------------------------------------- Executive's ’s employment under this Agreement without Cause at any time on thirty (30) days' advance written notice to Executivetime. In the event of such termination, Executive shall be entitled to will receive the Standard Entitlements plus the following Severance Benefits: (a) twelve (12) months of Executive’s Base Salary then in effect, prorated to effect on the date of termination, payable in the form of salary continuation (the “Severance Pay”), and (b) the vesting of any stock options held by Executive at the time of such termination will accelerate (and, if Executive 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 terminated in calendar year 2002, the guaranteed portion of his Target Bonus, prorated to twenty-four (24) months from the date of termination. Executive The Severance Pay will be payable in addition receive (a) continued payment consistent accordance with the Company's normal ’s regular payroll procedures cycle. Executive’s receipt of Executive's salary at his Base Salary rate, less applicable withholding, for 12 months following his termination ("Severance Period"); (b) continued payment of a prorata share of Executive's Target Bonus, less applicable withholding, for the Severance 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 ExecutiveBenefits will be contingent upon: (ix) complies Executive’s compliance with all surviving provisions of this Agreement as specified in subsection 12.7 subparagraph 15.7 below; (iiy) complies with the provisions Executive’s execution of the NonCompetition Agreement that Executive entered into concurrently with the Merger Agreement; and (iii) executes a full general releaserelease in a form provided by the Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's ’s employment or termination of employment with Company; and (z) Executive’s agreement to act as a consultant for Company for up to a maximum of sixty (60) calendar days immediately following the date of termination, without additional compensation, if requested to do so by Company. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished.