Common use of Involuntary or Constructive Termination Clause in Contracts

Involuntary or Constructive Termination. If at any time during the term of this Agreement, other than following a Change in Control, the Company terminates the employment of Executive involuntarily and without Cause or a Constructive Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of twenty-four (24) months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) a bonus payment of $500,000, representing two times the amount of the bonus paid to Executive in April 2001 for fiscal year 2000, (C) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than eighteen (18) months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, (D) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive but only to the extent such options were vested as of the Termination Date; and (E) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the non-competition agreement set forth in Section 7 of this Agreement during the twelve (12) month period following the Termination Date, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination Date.

Involuntary or Constructive Termination. If at any time during the term of this Agreement, Executive’s employment with the Company is terminated involuntarily by the Company other than following for “Cause” (as defined below) or by the Executive pursuant to a Change Constructive Termination, and the Executive signs and does not revoke a release of claims agreement substantially in Controlthe form attached to this Agreement as Exhibit A upon termination of his employment with the Company, then, subject to Section 11, the Company terminates the employment of Executive involuntarily and without Cause or a Constructive Termination occurs, then Executive shall will be entitled to (i) receive the following: (A) a severance payment equal to two times his Base Salary (as then in effect) and vacation accrued through (ii) continued payment by the Termination Date plus continued Base Salary Company of the group health continuation coverage premiums for a period the Executive and the Executive’s eligible dependents under Title X of twenty-four the Consolidated Budget Reconciliation Act of 1985, as amended (24“COBRA”) months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect through the lesser of (x) 24 months from time to timethe effective date of such termination, (By) the date upon which the Executive and the Executive’s eligible dependents become covered under similar plans, or (z) the date the Executive no longer constitutes a bonus payment of $500,000, representing two times the amount “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the bonus paid to Code); provided, however, that the Executive in April 2001 will be solely responsible for fiscal year 2000, (C) continuation of group health benefits pursuant to electing such coverage within the Company's standard programs as in effect from required time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than eighteen (18) months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, (D) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive but only to the extent such options were vested as of the Termination Date; and (E) no other compensation, severance or other benefitsperiods. Notwithstanding the foregoing, howeverin the event the Executive’s employment with the Company is terminated as a result of a Change of Control (as defined below), if Executive violates the non-competition agreement severance payments provided for in subsection (i) above will not exceed one percent (1%) of the aggregate consideration payable to the holders of the Company’s Preferred Stock upon a liquidation of the Company as set forth in Section 7 Article III.2 of this Agreement during the twelve (12) month period Company’s Articles of Incorporation, as amended. The Company shall pay the severance payment provided for above to the Executive in cash and as follows: one half not later than 30 calendar days following the Termination Date, effective date of the Company shall Executive’s termination and one half not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period later than 12 months following the Termination Date, and in such event Executive shall be obligated to repay to effective date of the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination DateExecutive’s termination.