Upon a. Resignation for Good Reason" by Employee prior to the expiration of the Term, Employee shall be entitled, in consideration of Employee's continuing obligations hereunder after such termination, to receive (a) his salary through the end of the month in which the Date of Termination occurs, (b) the pro rata portion of the Bonus through the Date of Termination, and (c) the Payments upon Resignation for Good Reason set forth on Exhibit A. Employee's rights under this Section 3.3 are Employee's sole and exclusive rights against Employer or its affiliates, and Employer's sole and exclusive liability to Employee under this Agreement, in contract, tort, or otherwise, for any Resignation for Good Reason by Employee. Employee covenants not to xxx or lodge any claim, demand, or cause of action against Employer for any sums for Resignation for Good Reason other than those sums referred to in this Section 3.3, including reasonable costs of collecting such sums (including reasonable fees and disbursements of counsel). If Employee breaches this covenant, Employer shall be entitled to recover from Employee all sums reasonably expended by Employer (including reasonable fees and disbursements of counsel) in connection with such suit, claim, demand, or cause of action.
Upon a. Change of Control" of Mercator (as defined below) notwithstanding any provision in any option agreement or plan to the contrary, in the past or in the future, , all of the Employee's outstanding stock options will vest and become immediately exercisable.
Upon a. Voluntary Termination" of the employment relationship by Executive upon or prior to expiration of the Term, all unaccrued future compensation to which Executive would otherwise have become entitled and all unaccrued future benefits for which Executive is eligible, with the exception of any and all statutory rights and benefits, shall cease and terminate as of the date of termination; provided, however, that Executive shall be entitled to payment for all accrued but unused vacation (subject to the carryover limitation), and pro rata salary and pro rata portion of the Quarterly Bonus through the date of such termination, plus the Payments upon Voluntary Termination as set forth in Exhibit A, but Executive shall not be entitled to any other bonuses or other compensation not yet accrued at the date of such termination. Employer and Executive acknowledge that as of the Effective Date of this Agreement, with exception of the Quarterly Bonus, none of Employer's cash compensation or bonus programs have an accrual feature.
Upon a. Change of Control" of Mercator (as defined below), the Employee may elect to terminate his employment upon thirty (30) days' written notice to the Board. In the event that the Employee shall elect to terminate his employment pursuant to this paragraph, upon any such termination the Employee shall be entitled to the same payments and benefits (including, without limitation, vesting of options) as specified in paragraph 6.4.
Upon a
