Common use of Upon Termination by the Executive for Good Reason Clause in Contracts

Upon Termination by the Executive for Good Reason. If Executive's employment is terminated by the Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan, and pay directly to Executive on March 30 of each year after such termination through March 30, 2009, twice the amount that would have been payable to the account established under such plan if this Agreement had not been terminated; (g) pay Executive, within thirty (30) days following the termination date, an amount equal to three multiplied by the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been accrued with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs but have not been paid (or if Executive has been employed by the Company for less than two full fiscal years at the time of such termination, then an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year immediately preceding the fiscal year in which the termination occurs), which payment shall be due in full regardless of any compensation paid to Executive as a result of his employment by any other person after the termination date; (h) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, all of the General Benefits, for a period of 36 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefit, Executive receives the substantial equivalent of such General Benefit under the Consulting Agreement or as a result of his employment with another employer after the termination date. If Executive's continued participation in any General Benefit is not permitted under the terms of the plan, program or arrangement under which the General Benefit was provided to Executive by the Company, the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; (i) permit Executive to convert all vested and unvested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (j) Executive shall have the right to exercise all unexercised (vested and unvested) stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued.

Upon Termination by the Executive for Good Reason. If Executive's employment is terminated by the Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan, plan and pay directly to Executive on March 30 of each year after such termination through March 30, 2009, twice the amount that would have been payable to the account established under such plan if this Agreement had not been terminated; (g) pay Executive, within thirty (30) days following the termination date, an amount equal to three multiplied by the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been accrued with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs but have not been paid (or if Executive has been employed by the Company for less than two full fiscal years at the time of such termination, then an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year immediately preceding the fiscal year in which the termination occurs), which payment shall be due in full regardless of any compensation paid to Executive as a result of his employment by any other person after the termination date;; and (h) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, all of the General Benefits, for a period of 36 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefit, Executive receives the substantial equivalent of such General Benefit under the Consulting Agreement or as a result of his employment with another employer after the termination date. If Executive's continued participation in any General Benefit is not permitted under the terms of the plan, program or arrangement under which the General Benefit was provided to Executive by the Company, the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; (i) permit Executive to convert all vested and unvested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (j) Executive shall have the right to exercise all unexercised (vested and unvested) stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued.

Upon Termination by the Executive for Good Reason. If Executive's ’s employment is terminated by the Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive any payment under the Deferred Compensation Plan which has accrued but has not been paid to the account provided for in such plan, plan and pay directly to Executive on March December 30 of each year after such termination through March December 30, 20092010, twice the amount that would have been payable to the account established under such plan if this Agreement had not been terminated; (g) pay Executive, within thirty (30) days following the termination date, an amount equal to three multiplied by the sum of (1) Executive's ’s Base Salary in effect immediately prior to the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been accrued with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs but have not been paid (or if Executive has been employed by the Company for less than two full fiscal years at the time of such termination, then an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year immediately preceding the fiscal year in which the termination occurs), which payment shall be due in full regardless of any compensation paid to Executive as a result of his employment by any other person after the termination date;; and (h) maintain in full force and effect, for Executive's ’s and his eligible beneficiaries' ’ continued benefit, all of the General Benefits, for a period of 36 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefit, Executive receives the substantial equivalent of such General Benefit under the Consulting Agreement or as a result of his employment with another employer after the termination date. If Executive's ’s continued participation in any General Benefit is not permitted under the terms of the plan, program or arrangement under which the General Benefit was provided to Executive by the Company, the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; (i) permit Executive to convert all vested and unvested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (j) Executive shall have the right to exercise all unexercised (vested and unvested) stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued.

Upon Termination by the Executive for Good Reason. If Executive's employment is terminated by the Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive any payment under contribute to the Deferred Compensation Plan which any amount that has been accrued but has not been yet paid to the account provided for in such plan; (g) subject to the six month delay of payment described in Section 6.10, and pay directly to Executive on March 30 of each year after such termination through March 30, 20092012, twice the amount that would have been payable to the account established under such plan the Deferred Compensation Plan if this Agreement had not been terminated; (gh) subject to the six month delay of payment described in Section 6.10, pay Executive, within thirty (30) days following the termination date, Executive an amount equal to three multiplied by the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been accrued with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs but have not been paid (or if Executive has been employed by the Company for less than two full fiscal years at the time of such termination, then an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year immediately preceding the fiscal year in which the termination occurs), which payment shall be due in full regardless of any compensation paid to Executive as a result of his employment by any other person after the termination date;; and (hi) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, all of the General Benefitscontinued health insurance coverage, for a period of 36 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefitcoverage, Executive receives the substantial equivalent of such General Benefit coverage under the Consulting Agreement or as a result of his employment with another employer after the termination date. If Executive's continued participation in any General Benefit the health insurance plan is not permitted under the terms of the plan, program or arrangement under which the General Benefit benefit was provided to Executive by the Company, the Company shall arrange to provide Executive with the General Benefit health insurance coverage substantially similar to the General Benefit coverage which Executive would have been entitled to receive under such plan, program or arrangement; (ij) permit Executive to convert all vested and unvested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (jk) Executive shall have the right to exercise all unexercised (vested and unvested) stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued.

Upon Termination by the Executive for Good Reason. If Executive's employment is terminated by the Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay Executive any payment under contribute to the Deferred Compensation Plan which any amount that has been accrued but has not been yet paid to the account provided for in such plan; (g) subject to the six month delay of payment described in Section 6.10, and pay directly to Executive on March 30 of each year after such termination through March 30, 20092012, twice the amount that would have been payable to the account established under such plan the Deferred Compensation Plan if this Agreement had not been terminated; (gh) subject to the six month delay of payment described in Section 6.10, pay Executive, within thirty (30) days following the termination date, Executive an amount equal to three multiplied by the sum of (1) Executive's Base Salary in effect immediately prior to the time such termination occurs, plus (2) an amount equal to the greater of (x) the Threshold Bonus and (y) one half of the sum of (i) the bonuses (whether Incentive Bonuses or other bonuses) that have been paid to Executive with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs, and (ii) the bonuses (whether Incentive Bonuses or other bonuses) that have been accrued with respect to the two fiscal years immediately preceding the fiscal year in which the termination occurs but have not been paid (or if Executive has been employed by the Company for less than two full fiscal years at the time of such termination, then an amount equal to the sum of such paid and accrued bonuses with respect to the fiscal year immediately preceding the fiscal year in which the termination occurs), which payment shall be due in full regardless of any compensation paid to Executive as a result of his employment by any other person after the termination date; (hi) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, all of the General Benefitscontinued health insurance coverage, for a period of 36 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefitcoverage, Executive receives the substantial equivalent of such General Benefit coverage under the Consulting Agreement or as a result of his employment with another employer after the termination date. If Executive's continued participation in any General Benefit the health insurance plan is not permitted under the terms of the plan, program or arrangement under which the General Benefit benefit was provided to Executive by the Company, the Company shall arrange to provide Executive with the General Benefit health insurance coverage substantially similar to the General Benefit coverage which Executive would have been entitled to receive under such plan, program or arrangement; (ij) permit Executive to convert all vested and unvested Restricted Stock Units outstanding at the termination date in accordance with the terms of the Restricted Stock Agreement described in Section 2.4 hereof; and (jk) Executive shall have the right to exercise all unexercised (vested and unvested) stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued.