Common use of Termination Without Cause Following a Change of Control Clause in Contracts

Termination Without Cause Following a Change of Control. In the event ------------------------------------------------------- of the Employee's termination of employment without cause within 6 months following a Change of Control, the Company shall (a) continue to pay to the Employee as provided herein Employee's Base Compensation over the period equal to six (6) months from the date of termination, or, if sooner, until the date Employee obtains other full-time employment, as severance compensation; (b) pay all costs which the Company would otherwise have incurred to maintain all of Employee's health and welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if the Employee had continued to render services to the Company for six (6) continuous months after the date of termination of employment, or, if sooner, until the Employee obtains other full-time employment; and (c) permit options granted to the Employee which have not then vested to continue to vest in accordance with their stated vesting schedule(s) during the six (6) month period after the date of termination and to be exercisable during such six (6) month period to the extent vested, including any options which would not otherwise have been exercisable during the first year after grant of such options. During the period when such severance compensation is being paid to Employee, Employee shall not (i) engage, directly or indirectly, in providing services to any other business, program or project that is competitive to a program or project being conducted by the Company or any affiliated company at the time of such employment termination (provided that Executive may own less than one percent (1%) of the outstanding securities of any publicly-traded corporation), or (ii) solicit, or attempt to solicit on behalf of himself or any other party, any employee or exclusive consultant of the Company.

Termination Without Cause Following a Change of Control. In the event ------------------------------------------------------- of the Employee's termination of employment without cause within 6 months following a Change of Control, the Company shall (a) continue to pay to the Employee as provided herein Employee's Base Compensation over the period equal to six (6) months from the date of termination, or, if sooner, until the date Employee obtains other full-time employment, as severance compensation; (b) pay all costs which the Company would otherwise have incurred to maintain all of Employee's health and welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if the Employee had continued to render services to the Company for six (6) continuous months after the date of termination of employment, or, if sooner, until the Employee obtains other full-full- time employment; and (c) permit options granted to the Employee which have not then vested to continue to vest in accordance with their stated vesting schedule(s) during the six (6) month period after the date of termination and to be exercisable during such six (6) month period to the extent vested, including any options which would not otherwise have been exercisable during the first year after grant of such options. During the period when such severance compensation is being paid to Employee, Employee shall not (i) engage, directly or indirectly, in providing services to any other business, program or project that is competitive to a program or project being conducted by the Company or any affiliated company at the time of such employment termination (provided that Executive may own less than one percent (1%) of the outstanding securities of any publicly-traded corporation), or (ii) solicit, or attempt to solicit on behalf of himself or any other party, any employee or exclusive consultant of the Company.