Common use of Termination Without Cause, Etc Clause in Contracts

Termination Without Cause, Etc. In the event Executive’s employment hereunder is terminated (i) by the Company without Cause, (ii) by Executive for Good Reason (as defined below), or (iii) following a Change of Control (as defined below), and Executive’s employment with the surviving company is terminated or Executive’s responsibilities are materially diminished within six (6) months by the surviving company, the Company will provide Executive, subject to his compliance with the agreements referred to or set forth in Section 4, (x) any unpaid base salary through the date of termination, and any accrued vacation pay, (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 6.2 that Executive executes a general release, in form and substance acceptable to the Board, on or prior to the date of termination in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment.

Termination Without Cause, Etc. In the event Executive’s employment hereunder is terminated (i) by the Company without Cause, (ii) by Executive for Good Reason (as defined below), or (iii) following a Change of Control (as defined below), and Executive’s employment with the surviving company is terminated or Executive’s responsibilities are materially diminished within six (6) months by the surviving company, the Company will provide pay Executive, subject to his compliance with the agreements referred to or set forth in Section 4, (x) any unpaid base salary through the date of termination, and any accrued vacation pay, and (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 6.2 that Executive executes a general release, in form and substance acceptable to the Board, on or prior to the date of termination in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment.

Termination Without Cause, Etc. In the event Executive’s employment hereunder is terminated (i) by the Company without Cause, (ii) by Executive for Good Reason (as defined below), or (iii) following a Change of Control (as defined below), and Executive’s employment with the surviving company is terminated or Executive’s responsibilities are materially diminished within six (6) months by the surviving company, the Company will provide Executive, subject to his compliance with the agreements referred to or set forth in Section 4, (x) any unpaid base salary through the date of termination, and any accrued vacation pay, (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination, but in no event less than $185,000. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 6.2 that Executive executes a general release, in form and substance acceptable to the Board, on or prior to the date of termination in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment.

Termination Without Cause, Etc. In the event Executive’s employment hereunder is terminated (i) by the Company without Cause, (ii) by Executive for Good Reason (as defined below), or (iii) following a Change of Control (as defined below), and Executive’s employment with the surviving company is terminated or Executive’s responsibilities are materially diminished within six (6) months by the surviving company, the Company will provide pay Executive, subject to his compliance with the agreements referred to or set forth in Section 4, (x) any unpaid base salary through the date of termination, and any accrued vacation pay, and (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination; provided, however, that in the case of a termination pursuant to Section 6(a)(iii), such severance pay shall be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 6.2 that Executive executes a general release, in form and substance acceptable to the Board, on or prior to the date of termination in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment.