Common use of Termination by the Company without Cause; Termination by the Executive for Good Reason Clause in Contracts

Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive a Notice of Termination in accordance with Clause 15.2 hereof at least 24 months prior to the effective date of such termination specified in such notice. The Executive may terminate his employment by the Company at any time for Good Reason by giving a Notice of Termination to the Company in accordance with Clause 15.2 hereof, and the effective date of such termination shall be determined in accordance with Clause 11.1. 11.1.1 Except as provided in Clause 11.1.2, in the event that the Executive's employment is terminated by the Company without Cause: (a) the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; and (b) if such effective date occurs within 90 days before the end of a fiscal year, the Executive shall also be entitled to a bonus for that year under Clause 3, equal to 50% of his then annual salary (irrespective of whether performance objectives have been achieved), but prorated from the beginning of such year through such effective date, provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.1(b) shall be the one in effect prior to the reduction referred to in Clause 17.1.8 11.1.2 Notwithstanding the other provisions of this Clause 11.1, in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a Notice of Termination delivered to the Executive within two years after a Change in Control, or (y) the Executive terminates his employment for any reason (other than due to his death or Disability, as defined below) within three years after a Change in Control: (a) the Company shall pay to the Executive, within 30 days after the Notice of Termination is given, a lump-sum cash amount equal to (i) three times the sum of (A) his then current annual salary under Clause 3 and (B) 50% of his then current annual salary under Clause 3 (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a bonus for the then current year equal to 50% of his then current annual salary under Clause 3 (irrespective of whether performance objectives have been achieved), provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.2(a) shall be the one in effect prior to the reduction referred to in Clause 17.1.8(b); (b) for a period of 36 months after the effective date of such termination, the Company shall provide the Executive with pension contributions, health and other insurance benefits for the Executive and his dependents under the Benefit Plans, at the respective levels of coverage in effect at the time the Notice of Termination is given, and the automobile allowance to which the Executive is then entitled hereunder (provided, however, that if the Company has provided the Executive with a car pursuant to Clause 5, the Executive shall be entitled to the amount he would then be entitled under the Company's cash alternative scheme as though he had opted for such scheme instead of a car and shall not be entitled to the car), or the cash equivalents of the foregoing on a monthly basis (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such effective date in respect of any such benefits); (c) the Company shall vest as of the time of such Change in Control all options granted to the Executive under the Stock Option Plan and allow the Executive a period ending three years after the effective date of the termination of his employment within which to exercise such options; and (d) in the event of a dispute between the Executive and the Company with respect to any of the Executive's rights under this Agreement, the Company shall reimburse the Executive for any and all legal fees and disbursements incurred by him in connection with enforcing such rights, at the time such fees and disbursements are incurred (but in no event more frequently than monthly); provided, however, that if the Executive's claim is found by a court of competent jurisdiction to have been frivolous, the Executive shall reimburse the Company for all amounts paid by the Company pursuant to this Clause 11.1.2(d). 11.1.3 Except as provided in Clause 11.1.2, in the event that the Executive terminates his employment for Good Reason, he shall have the rights and receive the benefits to which he would be entitled if the Company had terminated his employment without Cause by delivering a Notice of Termination under Section 11.1.1 on the day on which the Executive delivered his Notice of Termination pursuant to Clause 11.1.1 (the "Company Reference Termination"). The effective date of the Executive's termination of his employment pursuant to this Clause 11.1 shall be the date that would have been the effective date of the Company Reference Termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive a Notice of Termination in accordance with Clause 15.2 hereof at least 24 12 months prior to the effective date of such termination specified in such notice. The Executive may terminate his employment by the Company at any time for Good Reason by giving a Notice of Termination to the Company in accordance with Clause 15.2 hereof, and the effective date of such termination shall be determined in accordance with Clause 11.1. 11.1.1 Except as provided in Clause 11.1.2, in the event that the Executive's employment is terminated by the Company without Cause: (a) the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; and (b) if such effective date occurs within 90 days before the end of a fiscal year, the Executive shall also be entitled to a bonus for that year under Clause 3, equal to 5035% of his then annual salary (irrespective of whether performance objectives have been achieved), but prorated from the beginning of such year through such effective date, provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.1(b) shall be the one in effect prior to the reduction referred to in Clause 17.1.817.1.8(b). 11.1.2 Notwithstanding the other provisions of this Clause 11.1, in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a Notice of Termination delivered to the Executive within two years after after, a Change in Control, or (y) the Executive terminates his employment for any reason (other than due Good Reason pursuant to his death a Notice of Termination delivered to the Company in anticipation of, or Disabilitywithin two years after, as defined below) within three years after a Change in Control: (a) the Company shall pay to the Executive, within 30 days after the Notice of Termination is given, a lump-sum cash amount equal to (i) three times the sum of (A) his then current annual salary under Clause 3 and (B) 5035% of his then current annual salary under Clause 3 3, (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a bonus for the then current year equal to 5035% of his then current annual salary under Clause 3 (irrespective of whether performance objectives have been achieved), provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.2(a) shall be the one in effect prior to the reduction referred to in Clause 17.1.8(b); (b) for a period of 36 months after the effective date of such termination, the Company shall provide the Executive with pension contributions, health and other insurance benefits for the Executive and his dependents under the Benefit Plans, at the respective levels of coverage in effect at the time the Notice of Termination is given, and the automobile allowance to which the Executive is then entitled hereunder (provided, however, that if the Company has provided the Executive with a car pursuant to Clause 5, the Executive shall be entitled to the amount he would then be entitled under the Company's cash alternative scheme as though he had opted for such scheme instead of a car and shall not be entitled to the car, or the use thereof), or the cash equivalents of the foregoing on a monthly basis (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such effective date in respect of any such benefits); (c) the Company shall vest as of the time of such Change in Control all options granted to the Executive under the Stock Option Plan and allow the Executive a period ending three years after the effective date of the termination of his employment within which to exercise such options; and (d) in the event of a dispute between the Executive and the Company with respect to any of the Executive's rights under this Agreement, the Company shall reimburse the Executive for any and all legal fees and disbursements incurred by him in connection with enforcing such rights, at the time such fees and disbursements are incurred (but in no event more frequently than monthly); provided, however, that if the Executive's claim is found by a court of competent jurisdiction to have been frivolous, the Executive shall reimburse the Company for all amounts paid by the Company pursuant to this Clause 11.1.2(d). 11.1.3 Except as provided in Clause 11.1.2, in the event that the Executive terminates his employment for Good Reason, he shall have the rights and receive the benefits to which he would be entitled if the Company had terminated his employment without Cause by delivering a Notice of Termination under Section 11.1.1 on the day on which the Executive delivered his Notice of Termination pursuant to Clause 11.1.1 (the "Company Reference Termination"). The effective date of the Executive's termination of his employment pursuant to this Clause 11.1 shall be the date that would have been the effective date of the Company Reference Termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive a Notice of Termination in accordance with Clause 15.2 hereof at least 24 12 months prior to the effective date of such termination specified in such notice. The Executive may terminate his employment by the Company at any time for Good Reason by giving a Notice of Termination to the Company in accordance with Clause 15.2 hereof, and the effective date of such termination shall be determined in accordance with Clause 11.1. 11.1.1 Except as provided in Clause 11.1.2, in the event that the Executive's employment is terminated by the Company without Cause: (a) the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; and (b) if such effective date occurs within 90 days before the end of a fiscal year, the Executive shall also be entitled to a bonus for that year under Clause 3, equal to 5040% of his then annual salary (irrespective of whether performance objectives have been achieved), but prorated from the beginning of such year through such effective date, provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.1(b11.1.l(b) shall be the one in effect prior to the reduction referred to in such Clause 17.1.817.8(b). 11.1.2 Notwithstanding the other provisions of this Clause 11.1, in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a Notice of Termination delivered to the Executive within two years after after, a Change in Control, or (y) the Executive terminates his employment for any reason (other than due Good Reason pursuant to his death a Notice of Termination delivered to the Company in anticipation of, or Disabilitywithin two years after, as defined below) within three years after a Change in Control: (a) the Company shall pay to the Executive, within 30 days after the Notice of Termination is given, a lump-sum cash amount equal to (i) three times the sum of (A) his then current annual salary under Clause 3 and (B) 5040% of his then current annual salary under Clause 3 3, (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a bonus for the then current year equal to 5040% of his then current annual salary under Clause 3 (irrespective of whether performance objectives have been achieved), provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.2(a) shall be the one in effect prior to the reduction referred to in such Clause 17.1.8(b); (b) for a period of 36 months after the effective date of such termination, the Company shall provide the Executive with pension contributions, health and other insurance benefits for the Executive and his dependents under the Benefit Plans, at the respective levels of coverage in effect at the time the Notice of Termination is given, and the automobile allowance to which the Executive is then entitled hereunder (provided, however, that if the Company has provided the Executive with a car pursuant to Clause 5, the Executive shall be entitled to the amount he would then be entitled under the Company's cash alternative scheme as though he had opted for such scheme instead of a car and he shall not be entitled to the carcar or the use thereof), or the cash equivalents of the foregoing on a monthly basis (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such effective date in respect of any such benefits); (c) the Company shall vest as of the time of such Change in Control all options granted to the Executive under the Stock Option Plan and allow the Executive a period ending three years after the effective date of the termination of his employment within which to exercise such options; and (d) in the event of a dispute between the Executive and the Company with respect to any of the Executive's rights under this Agreement, the Company shall reimburse the Executive for any and all legal fees and disbursements incurred by him in connection with enforcing such rights, at the time such fees and disbursements are incurred (but in no event more frequently than monthly); provided, however, that if the Executive's claim is found by a court of competent jurisdiction to have been frivolous, the Executive shall reimburse the Company for all amounts paid by the Company pursuant to this Clause 11.1.2(d). 11.1.3 Except as provided in Clause 11.1.2, in the event that the Executive terminates his employment for Good Reason, he shall have the rights and receive the benefits to which he would be entitled if the Company had terminated his employment without Cause by delivering a Notice of Termination under Section 11.1.1 on the day on which the Executive delivered his Notice of Termination pursuant to Clause 11.1.1 (the "Company Reference Termination"). The effective date of the Executive's termination of his employment pursuant to this Clause 11.1 shall be the date that would have been the effective date of the Company Reference Termination.