Common use of Without Cause by Company Clause in Contracts

Without Cause by Company. The Company’s Board of Directors may terminate the Executive's employment under this Agreement at any time without Cause. If the Company breaches any term of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from the Executive, and if Executive terminates his employment with the Company within thirty (30) days after the period for the cure of the breach by the Company expires, the Company shall be deemed to have terminated the Executive's employment hereunder without Cause. If the Company terminates the Executive’s employment in accordance with this paragraph, the Executive shall be entitled to continuation in payment of his Base Salary for twelve months following the date of termination; additionally, Executive will be entitled to a pro-rated portion of the bonus described in paragraph 4(b) above and to continued coverage under the health and welfare employee benefit plans and programs described in paragraph 4(c) at active executive levels and costs for twelve months following the date of termination. Payment of all salary continuation and pro-rated bonus payments described in this paragraph are contingent on (i) Executive’s compliance with restrictive covenants provided in Section 7 of this Agreement and (ii) Executive’s execution of a release of all claims arising from his employment with the Company, in such reasonable form as may then be used by the Company respecting termination of employees. In the event the Company determines that any severance or termination payments provided for in this Agreement or otherwise payable to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and; (A) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law); and; (B) reduction of such payments to the amount necessary to avoid the application of such excise tax would result in Executive retaining an amount that is greater than the amount he would retain if such payments were made without such reduction but after the application of such tax; then such payments shall be delivered as to such lesser extent which would result in no portion of such payments being subject to excise tax under Section 4999 of the Code. Any determination required under this paragraph shall be made by the Company’s accountants, whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Company’s accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this paragraph. In the event this paragraph applies, then unless otherwise agreed by the parties, lump sum payments shall be reduced before periodic payments reduced to the extent necessary to avoid imposition of such excise taxes. Notwithstanding the foregoing, in the event that the timing of any of the payments or benefits described in this Agreement would cause Executive to incur adverse tax consequences due to application of Section 409A of the Code or the regulations thereunder, the parties agree to negotiate in good faith the revision of the timing of such payments and/or benefits to avoid such adverse tax consequences, but in no event shall such payments and/or benefits be reduced.

Without Cause by Company. The Company’s Board of Directors may terminate the Executive's employment under this Agreement at any time without Cause. If the Company breaches any term of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from the Executive, and if Executive terminates his employment with the Company within thirty (30) days after the period for the cure of the breach by the Company expires, the Company shall be deemed to have terminated the Executive's employment hereunder without Cause. If the Company terminates the Executive’s employment in accordance with this paragraph, the Executive shall be entitled to continuation in payment of his Base Salary for twelve months following the date of termination; additionally, Executive will be entitled to a pro-rated portion of the bonus described in paragraph 4(b5(b) above and to continued coverage under the health and welfare employee benefit plans and programs described in paragraph 4(c5(d) at active executive levels and costs for twelve months following the date of termination. Payment of all salary continuation and pro-rated bonus payments described in this paragraph are contingent on (i) Executive’s compliance with restrictive covenants provided in Section 7 9 of this Agreement and (ii) Executive’s execution of a release of all claims arising from his employment with the Company, in such reasonable form as may then be used by the Company respecting termination of employees. In the event the Company determines that any severance or termination payments provided for in this Agreement or otherwise payable to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and; (A) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law); and; (B) reduction of such payments to the amount necessary to avoid the application of such excise tax would result in Executive retaining an amount that is greater than the amount he would retain if such payments were made without such reduction but after the application of such tax; then such payments shall be delivered as to such lesser extent which would result in no portion of such payments being subject to excise tax under Section 4999 of the Code. Any determination required under this paragraph shall be made by the Company’s accountants, whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Company’s accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this paragraph. In the event this paragraph applies, then unless otherwise agreed by the parties, lump sum payments shall be reduced before periodic payments reduced to the extent necessary to avoid imposition of such excise taxes. Notwithstanding the foregoing, in the event that the timing of any of the payments or benefits described in this Agreement would cause Executive to incur adverse tax consequences due to application of Section 409A of the Code or the regulations thereunder, the parties agree to negotiate in good faith the revision of the timing of such payments and/or benefits to avoid such adverse tax consequences, but in no event shall such payments and/or benefits be reduced.

Without Cause by Company. The Company’s Board of Directors Company may terminate the ExecutiveEmployee's employment under this Agreement at any time without Cause. If the Company breaches any term of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from the ExecutiveEmployee, and if Executive Employee terminates his employment with the Company within thirty (30) days after the period for the cure of the breach by the Company expires, the Company shall be deemed to have terminated the ExecutiveEmployee's employment hereunder without Cause. If the Company terminates the ExecutiveEmployee’s employment in accordance with this paragraph, and Employee has been employed by Company for less than six months, the Executive Employee shall be entitled to continuation in payment of his Base Salary for six months following the date of termination; additionally, Employee will be entitled to a pro-rated portion of the bonus described in paragraph 5(b) above and to continued coverage under the health and welfare employee benefit plans and programs described in paragraph 5(c) at active executive levels and costs for six months following the date of termination. If the Company terminates the Employee’s employment in accordance with this paragraph, and Employee has been employed by Company for six months or longer, the Employee shall be entitled to continuation in payment of his Base Salary for twelve months following the date of termination; additionally, Executive Employee will be entitled to a pro-rated portion of the bonus described in paragraph 4(b5(b) above and to continued coverage under the health and welfare employee benefit plans and programs described in paragraph 4(c5(c) at active executive levels and costs for twelve months following the date of termination. Payment of all salary continuation and pro-rated bonus payments described in this paragraph are contingent on (i) ExecutiveEmployee’s compliance with restrictive covenants provided in Section 7 9 of this Agreement and (ii) ExecutiveEmployee’s execution of a release of all claims arising from his employment with the Company, in such reasonable form as may then be used by the Company respecting termination of employees. In the event the Company determines that any severance or termination payments provided for in this Agreement or otherwise payable to Executive Employee constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and; (A) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law); and; (B) reduction of such payments to the amount necessary to avoid the application of such excise tax would result in Executive Employee retaining an amount that is greater than the amount he would retain if such payments were made without such reduction but after the application of such tax; then such payments shall be delivered as to such lesser extent which would result in no portion of such payments being subject to excise tax under Section 4999 of the Code. Any determination required under this paragraph shall be made by the Company’s accountants, whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Company’s accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this paragraph. In the event this paragraph applies, then unless otherwise agreed by the parties, lump sum payments shall be reduced before periodic payments reduced to the extent necessary to avoid imposition of such excise taxes. Notwithstanding the foregoing, in the event that the timing of any of the payments or benefits described in this Agreement would cause Executive Employee to incur adverse tax consequences due to application of Section 409A of the Code or the regulations thereunder, the parties agree to negotiate in good faith the revision of the timing of such payments and/or benefits to avoid such adverse tax consequences, but in no event shall such payments and/or benefits be reduced.

Without Cause by Company. The Company’s Board of Directors may terminate the Executive's employment under this Agreement at any time without Cause. If the Company breaches any term of this Agreement and fails to cure such breach within thirty (30) days of notice of such breach from the Executive, and if Executive terminates his employment with the Company within thirty (30) days after the period for the cure of the breach by the Company expires, the Company shall be deemed to have terminated the Executive's employment hereunder without Cause. If the Company terminates the Executive’s employment in accordance with this paragraph, the Executive shall be entitled to continuation in payment of his Base Salary for twelve months following the date of termination; additionally, Executive will be entitled to a pro-rated portion of the bonus described in paragraph 4(b) above and to continued coverage under the health and welfare employee benefit plans and programs described in paragraph 4(c) at active executive levels and costs for twelve months following the date of termination. Payment of all salary continuation and pro-rated bonus payments described in this paragraph are contingent on (i) Executive’s compliance with restrictive covenants provided in Section 7 8 of this Agreement and (ii) Executive’s execution of a release of all claims arising from his employment with the Company, in such reasonable form as may then be used by the Company respecting termination of employees. In the event the Company determines that any severance or termination payments provided for in this Agreement or otherwise payable to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and; (A) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law); and; (B) reduction of such payments to the amount necessary to avoid the application of such excise tax would result in Executive retaining an amount that is greater than the amount he would retain if such payments were made without such reduction but after the application of such tax; then such payments shall be delivered as to such lesser extent which would result in no portion of such payments being subject to excise tax under Section 4999 of the Code. Any determination required under this paragraph shall be made by the Company’s accountants, whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Company’s accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this paragraph. In the event this paragraph applies, then unless otherwise agreed by the parties, lump sum payments shall be reduced before periodic payments reduced to the extent necessary to avoid imposition of such excise taxes. Notwithstanding the foregoing, in the event that the timing of any of the payments or benefits described in this Agreement would cause Executive to incur adverse tax consequences due to application of Section 409A of the Code or the regulations thereunder, the parties agree to negotiate in good faith the revision of the timing of such payments and/or benefits to avoid such adverse tax consequences, but in no event shall such payments and/or benefits be reduced.