Common use of Without Cause by the Company Clause in Contracts

Without Cause by the Company. If the Executive's employment is terminated either by the Company without Cause pursuant to Section 6(d) or by the Executive for Good Reason pursuant to Section 6(e), in each case, prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, the Executive's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Executive shall be entitled to receive his then current annual base salary payable under Section 4(a) for a period equal to the longer of the remainder of the Employment Term or six months from the date of termination. In addition, in any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive through the date of termination pursuant to Section 4(b) and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until the expiration of the Employment Term. The Company agrees that, in the event that the Company accelerates the vesting of any options held by any other employee of the Company in connection with a change of control of the Company, then all options held by the Executive shall be accelerated and become vested and exercisable in the same manner as such other options are accelerated.

Without Cause by the Company. If the ExecutiveEmployee's employment is terminated either by the Company without Cause pursuant to Section 6(d8(d) or by the Executive for Good Reason pursuant to Section 6(e), in each case, prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, or if the ExecutiveEmployee's employment is terminated as a result of the Company's election to not renew the Agreement, as provided in Section 3, the Employee's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Executive Employee shall only be entitled to receive all salary and bonuses which are accrued through the date of termination and the continuation of his base salary, as then in effect, for the Severance Period (as defined below). In addition, the Employee shall be entitled to receive (i) continue his then current annual base salary payable under Section 4(a) participation in the Company's medical benefit plans for a period equal to the longer of the remainder of the Employment Term or six twelve months from the date of termination. In additiontermination on the same terms and conditions as in effect during the term of his employment hereunder, in (ii) retain any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive stock options which have vested through the date of termination pursuant to Section 4(b) and in the amount of any expenses incurred by manner provided in the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisableOption Agreement, and (iii) receive a pro rata portion of the Executive shall continue incentive bonus referred to receive the insurance benefits specified in Section 44(b) for the fiscal year in which the Employee is terminated, subject to the Company achieving the specified financial targets established by the Compensation Committee for such fiscal year, which bonus, if earned, will be paid to the Employee at the Company's expense, until same time as bonuses are paid to the expiration of other participants in the Employment TermManagement Incentive Bonus Program. The salary payments shall be payable in equal bi-weekly installments, subject to withholding and other applicable taxes. If the Employee obtains other employment during the period in which the Company agrees thatis required to continue his salary hereunder, in the event amount of compensation received from such other employment source during the period that the Company accelerates is required to make payments under this Section 9(b) shall reduce on a dollar-for-dollar basis the vesting of any options held by any other employee of payments otherwise required to be made hereunder, unless the Company Employee is terminated in connection with a change Change of control of Control, in which event the Company, then all options held by payments required to be made to the Executive shall be accelerated and become vested and exercisable in the same manner as such other options are accelerated.Employee under this Section

Without Cause by the Company. Executive’s employment hereunder may be terminated by the Company at any time without Cause (as defined in Section 5.2) upon not less than fourteen (14) days prior written notice from the Company to Executive. The effective date of Executive’s termination shall be referred to herein as the “Termination Date.” If the Executive's ’s employment is terminated either by the Company without Cause pursuant to this Section 5.1, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date plus the following amounts and consideration (the “Severance Package”), subject to standard payroll deductions and withholdings: (i) the Base Salary through the end of the twelve (12) month period commencing on the Termination Date, to be paid in a lump sum; (ii) the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 6(d4.3 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) or through the twelve (12) month period commencing on the Termination Date; (iii) the cash value of any accrued but unused PTO, as of the Termination Date; (iv) as provided in Section 4.2.2(a), the Stock Option shall become immediately exercisable as to all option shares without regard to the vesting schedule set forth on the Option Certificate; and (v) the average bonus, if any, paid by the Company to Executive for Good Reason with respect to the two (2) years preceding the year in which the Termination Date occurs. The payment to Executive of any benefits other than the Severance Package following the termination of Executive’s employment pursuant to this Section 6(e), 5.1 shall be determined by the Board in each case, prior to its sole discretion in accordance with the expiration policies and practices of the Initial Employment Term or any Subsequent Employment TermCompany and applicable laws. For purposes of this Section 5.1, the Executive's salary and other benefits specified in Section 4 a “termination without cause” shall cease at the time of such terminationbe deemed to occur, and the Executive shall be entitled to receive his then current annual base salary payable under Section 4(a) for a period equal to the longer of the remainder of the Employment Term or six months from the date of termination. In addition, in any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive through the date of termination pursuant to Section 4(b) and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until the expiration of the Employment Term. The Company agrees thatSeverance Package, in the event that any of the following occur and Executive provides to the Company accelerates Notice of Termination (as defined in Section 5.6) within forty-five (45) days thereafter: (a) the vesting Company materially reduces or diminishes Executive’s compensation or responsibilities or title without Cause; (b) the Company relocates Executive’s place of employment without Executive’s written consent by a distance of more than fifty (50) miles, excluding any options held by relocation to the Company’s existing offices in Medford or Woburn, MA which would not constitute a deemed termination; (c) within six (6) months of a Change of Control, the Company changes Executive’s reporting relationship so that Executive no longer reports directly to Xxxxxxx X. Xxxx; or (d) the Company materially breaches any other employee of its obligations to Executive pursuant to this Agreement, and fails to cure such breach within 30 days of receipt of notice thereof. For purposes of the Company in connection with immediately preceding subsection (c), any one of the following events shall be considered a change “Change of control Control” of the Company, then all options held by the Executive shall be accelerated and become vested and exercisable in the same manner as such other options are accelerated.:

Without Cause by the Company. The Company may terminate Executive’s employment hereunder at any time without Cause (as defined in Section 5.4) to be effective immediately upon delivery of notice thereof. The effective date of Executive’s termination shall be referred to herein as the “Termination Date.” If the Executive's ’s employment is terminated either by the Company without Cause pursuant to this Section 5.1 on or before December 31, 2010, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date (including any bonus granted but not yet paid), the cash value of any accrued but unused PTO as of the Termination Date, plus the following amounts and consideration, subject to standard payroll scheduling, deductions and withholdings (the “Severance Package”), provided Executive satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”): the Company costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 6(d4.2 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the 12 month period following the Termination Date. The payment to Executive of any benefits or consideration other than the foregoing following the termination of Executive’s employment pursuant to this Section 5.1 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws. The parties agree that the Executive shall not be eligible for Good Reason pursuant the Severance Package unless and until 28 days (including a 7 day revocation period) after Executive has first satisfied and continues to Section 6(esatisfy the Severance Conditions, as follows: (a) full compliance with the Employee Confidentiality, Assignment of Inventions, Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (the “NDA”), ; (b) compliance with Executive’s obligations under this Agreement; and (c) execution of a waiver and release of claims in each case, favor of RWW and the Company prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, the Executive's salary and other benefits specified in Section 4 shall cease at the time of such terminationTransaction Date, and subsequent thereto in favor of Avatech and the Executive shall be entitled Avatech Entities, related to receive his then current annual base salary payable under Section 4(a) for a period equal to the longer of the remainder of the Employment Term or six months from the date of termination. In addition, in any of such events or if Executive’s employment with the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive through the date of termination pursuant to Section 4(b) and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until the expiration of the Employment Term. The Company agrees that, substantially in the event that the Company accelerates the vesting of any options held by any other employee of the Company form set forth in connection with a change of control of the Company, then all options held by the Executive shall be accelerated and become vested and exercisable in the same manner as such other options are acceleratedExhibit C attached hereto.

Without Cause by the Company. If the Executive's ’s employment is terminated either by the Company without “Cause” (other than by reason of Disability or death), the Company shall pay to Executive (A) the Accrued Compensation and (B) $1,000,000 payable in cash in 12 equal monthly installments and, notwithstanding any provision of any stock option plan or stock option agreement to the contrary, the Company shall cause Executive’s outstanding stock options to become fully exercisable and nonforfeitable to the extent such stock options are not otherwise fully exercisable and nonforfeitable; provided, however, that the post-employment exercise period for such options shall not be extended beyond the normal post-employment exercise term provided in the applicable option plan and agreement; provided, further, that the Company’s obligations to make the payments described in this Section 7(c)(B) and to cause Executive’s outstanding stock options to become fully exercisable shall be subject to and conditioned upon Executive’s delivery to the Company of a general release in form and substance reasonably satisfactory to the Company that is effective and irrevocable within 55 days after the date of the termination of Executive’s employment with the Company. Payment of the first installment described in Clause (B) shall be made within five business days after the date Executive’s release becomes irrevocable according to its terms and each subsequent installment shall be paid on first day of each subsequent calendar month; provided, further, that if Executive is a specified employee (as such term is defined in Section 409A of the Code), then, with respect to any payments of such installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, such payments of installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during such six-month period shall be accumulated and paid on the date that is six months after the date of Executive’s termination of employment or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code. All other benefits due Executive following Executive’s termination of employment by the Company without Cause pursuant to Section 6(d) or by the Executive for Good Reason pursuant to Section 6(e), in each case, prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, the Executive's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Executive shall be entitled to receive his then current annual base salary payable under Section 4(a) for a period equal to determined in accordance with the longer of the remainder of the Employment Term or six months from the date of termination. In additionplans, in any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive through the date of termination pursuant to Section 4(b) policies and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until the expiration of the Employment Term. The Company agrees that, in the event that the Company accelerates the vesting of any options held by any other employee of the Company in connection with a change of control practices of the Company. For the avoidance of doubt, then all options held delivery by the Executive Company of a notice of non-extension as provided in Section 1 shall be accelerated and become vested and exercisable in the same manner as such other options are acceleratednot constitute a termination of employment without Cause hereunder.

Without Cause by the Company. If the Executive's ’s employment is terminated either by the Company without “Cause” (other than by reason of Disability or death), the Company shall pay to Executive (A) the Accrued Compensation and (B) $1,500,000 payable in cash in 12 equal monthly installments and, notwithstanding any provision of any stock option plan or stock option agreement to the contrary, the Company shall cause Executive’s outstanding stock options to become fully exercisable and nonforfeitable to the extent such stock options are not otherwise fully exercisable and nonforfeitable; provided, however, that the post-employment exercise period for such options shall not be extended beyond the normal post-employment exercise term provided in the applicable option plan and agreement; provided, further, that the Company’s obligations to make the payments described in this Section 7(c)(B) and to cause Executive’s outstanding stock options to become fully exercisable shall be subject to and conditioned upon Executive’s delivery to the Company of a general release in form and substance reasonably satisfactory to the Company that is effective and irrevocable within 55 days after the date of the termination of Executive’s employment with the Company. Payment of the first installment described in Clause (B) shall be made within five business days after the date Executive’s release becomes irrevocable according to its terms and each subsequent installment shall be paid on first day of each subsequent calendar month; provided, further, that if Executive is a specified employee (as such term is defined in Section 409A of the Code), then, with respect to any payments of such installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, such payments of installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during such six-month period shall be accumulated and paid on the date that is six months after the date of Executive’s termination of employment or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code. All other benefits due Executive following Executive’s termination of employment by the Company without Cause pursuant to Section 6(d) or by the Executive for Good Reason pursuant to Section 6(e), in each case, prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, the Executive's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Executive shall be entitled to receive his then current annual base salary payable under Section 4(a) for a period equal to determined in accordance with the longer of the remainder of the Employment Term or six months from the date of termination. In additionplans, in any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any bonus accrued or earned by the Executive through the date of termination pursuant to Section 4(b) policies and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until the expiration of the Employment Term. The Company agrees that, in the event that the Company accelerates the vesting of any options held by any other employee of the Company in connection with a change of control practices of the Company. For the avoidance of doubt, then all options held delivery by the Executive Company of a notice of non-extension as provided in Section 1 shall be accelerated and become vested and exercisable in the same manner as such other options are acceleratednot constitute a termination of employment without Cause hereunder.

Without Cause by the Company. If the Executive's employment is terminated either by the Company without Cause pursuant to Section 6(d) or by the Executive for Good Reason pursuant to Section 6(e), in each case, prior to the expiration of the Initial Employment Term or any Subsequent Employment Term, the Executive's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Executive shall be entitled to receive his then current annual base salary payable under Section 4(aa severance amount (the "Severance Amount") for a period equal to the longer amounts set forth in the following schedule: Termination Date: Severance Amount: ----------------- ----------------- During the first 6 months of the remainder employment 9 months of the Employment Term or six base salary After 6 months from the initial date of termination. employment 6 months of base salary In addition, in any of such events or if the Company does not renew this Agreement beyond the Initial Employment Term or any Subsequent Employment Term (i) the Executive shall also be entitled to receive any guaranteed bonus and any bonus accrued or earned by the Executive through the date of termination pursuant to based on achieving the performance goals set forth in Section 4(b) and the amount of any expenses incurred by the Executive through the date of termination pursuant to Section 5, (ii) all stock options to purchase Common Stock then held by the Executive shall immediately vest and become exercisable, and (iii) the Executive shall continue to receive the insurance benefits specified in Section 4, at the Company's expense, until covering the expiration same period of the Employment Term. The Company agrees that, in the event that the Company accelerates the vesting of time as any options held by any other employee of the Company in connection with a change of control of the Company, then all options held by Severance Amount the Executive shall be accelerated and become vested and exercisable in the same manner may receive as such other options are acceleratedset forth above.