Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following: (a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and (b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the greater of two hundred thousand dollars ($200,000) or the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and (c) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and (d) with respect to any Award granted to the Executive pursuant to the Plan and/or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment of the Award as of the date of the Executive's resignation or termination (if any), then, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted to the Executive pursuant to the Plan or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, (whether or not fully vested or free of restrictions at the time of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration of the entire term of the Award in accordance with the Plan and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or non-Plan Stock Option Agreement or the certificate evidencing the Award thereunder.

Termination without Cause or Resignation with Good Reason. (a) In the event at any time of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for within 30 days of an event constituting Good Reason, the Company shall pay or provide to the Executive only the following: (ai) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of immediately prior to such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the CompanyCompany (including payment for any vacation time not taken during the year in which termination occurs), including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 15 days following the date of resignation or termination; and (bii) the amount the Executive would have been entitled to pursuant to Section 2.02(a), had Executive remained employed through the end of the fiscal year in which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such fiscal year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the Company; and (iii) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum six months of (i) the greater of two hundred thousand dollars ($200,000) or the Executive's annual base salary in effect immediately prior to the Executive's resignation or termination or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason), and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 15 days following the date of the Executive's resignation or termination; and (civ) the The Company shall maintain in full force and effect for one year six months following the date of the Executive's resignation or termination, for the continued benefit of the Executiveall financial planning, all employee welfare benefit plans health and perquisite dental programs (not life or disability programs) in which the Executive was entitled to participate either immediately prior to the Executive's resignation or terminationtermination or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In To the event that extent Cobra is available, the Company's obligations are satisfied by paying the Executive's participation in any such plan or program is barredmonthly premiums for a one year period under Cobra, the Company shall, at its sole cost and expense, arrange to provide then the Executive with benefits substantially similar to those which may continue the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barredCobra coverage at the Executive's expense; and (dv) with respect continued payment of the automobile allowance, or continued provision of the Company-owned or leased vehicle, as the case may be, as well as payment of expenses of operation, maintenance, insurance, excess mileage fees and tax gross ups that were paid or provided to any Award granted the Executive immediately prior to his resignation or termination (or, if more valuable to the Executive, immediately prior to the occurrence of an event that constitutes Good Reason) on the same basis that it was then paid or provided until the end of the six month period following the date of resignation or termination; and (b) Notwithstanding the foregoing, in the event the aggregate amount of all payments that the Executive would receive pursuant to Section 3.02 (a) plus payments to be made to the Executive outside this Agreement would result in a "parachute payment" (as defined in Section 280G(b)(2) of the Code) but for this Section 3.02(b), as determined in good faith by the Company, the aggregate amount of the payments required to be paid to the Executive pursuant to the Plan and/or pursuant this Section 3.02(a) shall be reduced to the non-Plan Stock Option Agreement dated October 15, 1997, which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment largest amount that would result in no portion of the Award as of the date of the Executive's resignation or termination (if any), then, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted any payment to the Executive pursuant being subject to the Plan or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, (whether or not fully vested or free of restrictions at the time of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration excise tax imposed by Section 4999 of the entire term of the Award in accordance with the Plan and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or non-Plan Stock Option Agreement or the certificate evidencing the Award thereunderCode.

Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following: (a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and (b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the greater of two one hundred thirty five thousand dollars ($200,000135,000) or the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and (c) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and (d) with respect to any Award granted to the Executive pursuant to the Plan and/or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment of the Award as of the date of the Executive's resignation or termination (if any), then, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted to the Executive pursuant to the Plan or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, (whether or not fully vested or free of restrictions at the time of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration of the entire term of the Award in accordance with the Plan and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or non-Plan Stock Option Agreement or the certificate evidencing the Award thereunder.