Common use of Upon Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall: 5 (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) pay Executive the Accrued Reimbursable Expenses; (d) pay Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Annual Incentive Bonus with respect to a prior year which has accrued but has not been paid; (f) pay Executive commencing on the thirtieth day following the termination date twelve monthly payments equal to one-twelfth of the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs, plus (2) the average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1997 Executive Bonus Plan shall be considered. Should Executive attain alternative employment during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 under this Section 4.3(f); (g) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment or (y) 12 months following the termination date of his employment hereunder the employee benefits provided pursuant to Company-sponsored benefit plans, programs or other arrangements in which Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted under the general terms and provisions of such plans, programs and arrangements, the Company shall arrange to provide Executive with Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, programs and arrangements; and in addition (h) Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall: 5will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Annual Accrued Incentive Bonus with respect to a prior year which has accrued but has not been paidBonus; (f) pay the Executive severance, commencing on the thirtieth (30th) day following the termination date twelve date, of six (6) monthly payments equal to one-twelfth (1/12th) of the sum of (1) Executive's Annual Base Salary in effect immediately prior to the time such termination occurs, plus (2) the average of the Annual Incentive Bonuses paid to . Severance will be mitigated on a dollar for dollar basis for any income received by Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (duties performed for Company or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1997 Executive Bonus Plan shall be considered. Should Executive attain alternative employment any third party during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 4.3(f);5.2 hereof; and (g) maintain in full force and effect, for the Executive's and his the Executive's eligible beneficiaries' continued benefit, until the first to occur of (x) his the Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) 12 months following the six (6) month anniversary of termination date of his employment hereunder employment, the employee benefits provided pursuant to Company-sponsored benefit plans, programs programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted as provided under the general terms and provisions of such plans, programs programs, and arrangements, or in the alternate, the Company shall will arrange to provide the Executive with Continued Benefits continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs programs, and arrangements; and in addition; (h) the Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall: 5will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Annual Accrued Incentive Bonus with respect to a prior year which has accrued but has not been paidBonus; (f) pay the Executive commencing on the thirtieth day following the termination date twelve monthly payments equal to one-twelfth severance of the sum of three (13) times Executive's Annual Base Salary in effect immediately prior to the time such termination occurs, plus the greater of (2x) three (3) times the average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes of this subsection (f), no Annual targeted Incentive Bonus received under the Company's Executive Bonus Plan immediately prior to the 1997 Executive time such termination occurs or (y) three (3) times the average actual Incentive Bonus Plan for the previous three (3) years, whichever is greater. The severance payment required under this subsection shall be considered. Should conditioned upon the Executive attain alternative employment during confirming the twelve (12) month payment period, the Company's obligations under this release in Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 under this Section 4.3(f)5.2 hereof; (g) maintain in full force and effect, for the Executive's and his the Executive's eligible beneficiaries' continued benefit, until the first to occur of (x) his the Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) 12 months following the three (3) year anniversary of the termination date of his employment hereunder employment, the employee benefits provided pursuant to Company-sponsored benefit plans, programs programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted as provided under the general terms and provisions of such plans, programs programs, and arrangements, or in the alternate, the Company shall will arrange to provide the Executive with Continued Benefits continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs programs, and arrangements; and in addition; (h) any such payments will be grossed up for Internal Revenue Code Section 280G excise tax penalty on "excess parachute payments;" and (i) the Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f4.1(i).

Upon Termination by the Company Without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall: 5will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Annual Accrued Incentive Bonus with respect to a prior year which has accrued but has not been paidBonus; (f) pay the Executive commencing on the thirtieth (30th) day following the termination date twelve (12) monthly payments equal to one-twelfth (1/12th) of the sum of (1A) the Executive's Annual Base Salary in effect immediately prior to the time such termination occursoccurs multiplied by five (5), plus less (2B) Base Salary payments made to the average of Executive during the Annual Incentive Bonuses paid to Executive for first five (5) years following the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes date of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1997 Executive Bonus Plan shall be considered. Should Executive attain alternative employment during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 under this Section 4.3(f)Agreement; (g) maintain in full force and effect, for the Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment or (y) 12 months following the termination date fifth anniversary of his employment hereunder this Agreement, the employee benefits provided pursuant to Company-sponsored benefit plans, programs programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 2.3 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If the Executive's continued participation is not permitted under the general terms and provisions of such plans, programs programs, and arrangements, the Company shall will arrange to provide the Executive with Continued Benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs programs, and arrangements; and in additionand (h) the Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall: 5will: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) pay Executive the Accrued Reimbursable Expenses; (d) pay Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Accrued Annual Incentive Bonus with respect to a prior year which has accrued but has not been paidBonus; (f) pay Executive for a twelve (12) month period commencing on or before the thirtieth day following the termination date twelve twenty-four (24) semi-monthly payments each equal to one-twelfth twenty-fourth of the sum of (1) Executive's ’s Base Salary in effect immediately prior to the time such termination occursoccurs for the remaining term of this Agreement or for one (1) year, whichever is longer, plus (2) the average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes ) for each of the remaining years of the term of this subsection Agreement or for one year, whichever is longer. Notwithstanding the foregoing, if (fi) Executive is a “specified employee” (as defined in Code Section 409A), and (ii) the definition of Good Reason in Section 6.1 below does not qualify as an “involuntary” separation from service pursuant to guidance issued under Section 409A (or the Company determines that no Annual Incentive Bonus received under other exceptions to Code Section 409A applies), the Company's above payments will commence on the first day of the seventh month following his separation from service. All payments that would have otherwise been paid to Executive Bonus Plan prior to the 1997 Executive Bonus Plan during this six-month period shall be consideredpaid to Executive in one lump sum on the first day of the seventh month following his separation from service, plus interest accruing at the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, each change in the prime rate to be effective from and including the date such change is publicly announced as being effective. Should If Executive attain alternative employment during dies before he receives the twelve (12) month payment periodabove payment, the Company's obligations under this Section 4.3(f) Company will be reduced by distribute the amount benefits to Executive’s beneficiary as soon as administratively feasible following the date of Executive's compensation from his new employer’s death. For exampleExcept for the above required delay in payment, if neither the Executive were entitled nor the Company shall have the right or the ability to receive $19,583 per month for twelve (12) months under accelerate or defer the payment of amounts determined pursuant to this Section 4.3(f), and if, at provided that if the beginning of Executive dies during the seventh (7th) 12-month following his termination date, he finds alternative employment that pays him $15,000 per monthperiod set forth above, the Company would shall pay his estate a lump sum amount equal to the remaining payments to be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 made under this Section 4.3(f);provision. (g) maintain in full force and effecteffect at the Company’s expense, for Executive's ’s and his Executive’s eligible beneficiaries' ’ continued benefit, until the first to occur of (x) his attainment of alternative employment which provides substantially similar health benefits or (y) 12 twelve (12) months following the termination date of his Executive’s employment hereunder or the employee remaining term of this Agreement, (whichever is longer), the benefits provided pursuant to Company-sponsored benefit plans, programs programs, or other arrangements in which Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of such plans and programs (the "“Continued Benefits"”). If Executive's ’s continued participation is not permitted under the general terms and provisions of such plans, programs programs, and arrangements, the Company shall will arrange to provide Executive with Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, programs programs, and arrangements; and in additionand (h) Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. If During the first five (5) years hereof, if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall: 5will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Annual Accrued Incentive Bonus with respect to a prior year which has accrued but has not been paidBonus; (f) pay the Executive commencing on the thirtieth (30th) day following the termination date twelve (12) monthly payments equal to one-twelfth (1/12th) of the sum of (1A) the Executive's Annual Base Salary in effect immediately prior to the time such termination occursoccurs multiplied by five (5), plus less (2B) Base Salary payments made to the average of Executive during the Annual Incentive Bonuses paid to Executive for first five (5) years following the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes date of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1997 Executive Bonus Plan shall be considered. Should Executive attain alternative employment during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,583, and six (6) monthly payments of $4,583 under this Section 4.3(f)Agreement; (g) maintain in full force and effect, for the Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment or (y) 12 months following the termination date fifth anniversary of his employment hereunder this Agreement, the employee benefits provided pursuant to Company-sponsored benefit plans, programs programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 2.3 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If the Executive's continued participation is not permitted under the general terms and provisions of such plans, programs programs, and arrangements, the Company shall will arrange to provide the Executive with Continued Benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs programs, and arrangements; and in additionand (h) the Executive shall have the right to exercise vested options and warrants in accordance with Section 4.1(f). (i) If termination occurs after five (5) years, the Executive will only be entitled to the payments specified in subparagraphs (a) through (e) and (h) above.

Upon Termination by the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall: 5: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) pay Executive the Accrued Reimbursable Expenses; (d) pay Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any the accrued Annual Incentive Bonus with respect to a prior year which has accrued but has not been paidpayments, if any; (f) pay Executive commencing on the thirtieth day following the termination date twelve monthly payments equal to one-twelfth of the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs; provided, plus (2) the average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than twohowever, the amount of his single Annual Incentive Bonus, if any). For purposes of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1997 Executive Bonus Plan shall be considered. Should should Executive attain alternative employment during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $19,583 13,750 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 7,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $19,58313,750, and six (6) monthly payments of $4,583 6,750 under this Section 4.3(f); (g) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment or (y) 12 months following the termination date of his employment hereunder the employee benefits provided pursuant to Company-sponsored benefit plans, programs or other arrangements in which Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted under the general terms and provisions of such plans, programs and arrangements, the Company shall arrange to provide Executive with Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, programs and arrangements; and in addition (h) Executive shall have the right to exercise all vested unexercised stock options and warrants in accordance with Section 4.1(f).