Common use of Termination/Severance Pay Clause in Contracts

Termination/Severance Pay. The term of this Agreement will terminate upon the first to occur of (i) January 31, 2006, (ii) Executive's death or permanent disability (as determined by the Board of Directors in its good faith judgment) or (iii) the date on which the Company's Board of Directors terminates Executive's employment for "Cause." In the event that the Company shall terminate Executive's employment prior to January 31, 2006 otherwise than pursuant to clause (ii) or (iii) above, the Company shall pay severance pay to Executive by continuing the Base Salary, as well as all additional benefits described in Paragraph 1(a) and in effect at the time of such termination, until January 31, 2006. Such payments shall be made in bi-weekly installments. For purposes of this Agreement, "Cause" shall mean by determination of the Company's Board of Directors in its good faith judgment that Executive has: (1) knowingly committed gross misconduct in the performance of his duties, (2) knowingly committed gross negligence or gross nonfeasance in the performance of his duties, (3) committed an act of financial dishonesty against the Company or any of its subsidiaries, or (4) committed any felony involving moral turpitude. In the event of the termination of Executive's employment by the Company for any reason other than Cause, the Company will allow Executive's spouse to continue to participate in the Company's medical plan on the same basis as such continued participation is provided to spouses of other executive employees until her 65th birthday. If such continued participation is not possible for any reason, the Company will purchase health insurance coverage for Executive's spouse that provides, to the extent practicable, reasonably comparable benefits until her 65th birthday. In no event will the Company be obligated to provide any medical plan or other health insurance coverage if Executive's spouse becomes eligible for medical benefits offered by another employer. In addition, in the event this Agreement is terminated at any time and for any reason (i) any unvested portion of Executive's 401(k) savings plan interest will automatically accelerate and become immediately 100% vested on the date of such termination or, if such accelerated vesting is not permitted by any law, regulation or governmental ruling applicable to the 401(k) savings plan, the Company will pay to Executive the value of his unvested interest in the 401(k) savings plan; (ii) any and all unvested stock options to purchase common stock of the Company granted to Executive at any time during his employment with Company will automatically accelerate and become immediately 100% vested and exercisable on the date of said termination; (iii) Executive will have the option to purchase the Company-paid automobile in his possession at the depreciated book value of said automobile; and (iv) Executive will automatically become the owner of his Company-paid whole life insurance policy.

Termination/Severance Pay. The term of this Agreement will terminate upon the first to occur of (i) January 31, 2006, (ii) Executive's death or permanent disability (as determined by the Board of Directors in its good faith judgment) or (iii) the date on which the Company's Board of Directors terminates Executive's employment for "Cause." Cause (as defined below). In the event that the Company shall terminate Executive's employment prior to January 31, 2006 2006, otherwise than pursuant to clause (ii) or (iii) above, the Company shall pay severance pay to Executive by continuing the Base Salary, as well as all additional benefits described in Paragraph 1(a1(b) and in effect at the time of such terminationtermination (other than medical, dental and vision benefits, which will be provided only on the terms set forth in Paragraph 1(e)), until January 31, 2006, and by paying Executive a prorated bonus for the fiscal year of the Company in which such termination occurs, if Executive would have earned any bonus under the Company's bonus plan for such fiscal year. Such payments of Base Salary shall be made in bi-weekly installments, and such prorated bonus, if any, shall be paid when bonuses for such fiscal year are paid to Company employees in the ordinary course of business. For purposes of this Agreement, "Cause" shall mean by determination of the Company's Board of Directors in its good faith judgment that Executive has: (1) knowingly committed gross misconduct in the performance of his duties, (2) knowingly committed gross negligence or gross nonfeasance in the performance of his duties, (3) committed an act of financial dishonesty against the Company or any of its subsidiaries, parents or affiliates, or (4) committed any felony involving moral turpitude. In the event of the termination of Executive's employment by the Company for any reason other than Cause, the Company will allow Executive's spouse to continue to participate in the Company's medical plan on the same basis as such continued participation is provided to spouses of other executive employees until her 65th birthday. If such continued participation is not possible for any reason, the Company will purchase health insurance coverage for Executive's spouse that provides, to the extent practicable, reasonably comparable benefits until her 65th birthday. In no event will the Company be obligated to provide any medical plan or other health insurance coverage if Executive's spouse becomes eligible for medical benefits offered by another employer. In addition, in the event this Agreement is terminated at any time and for any reason (i) any unvested portion of Executive's 401(k) savings plan interest will automatically accelerate and become immediately 100% vested on the date of such termination or, if such accelerated vesting is not permitted by any law, regulation or governmental ruling applicable to the 401(k) savings plan, the Company will pay to Executive the value of his unvested interest in the 401(k) savings plan; (ii) any and all unvested stock options to purchase common stock of the Company granted to Executive at any time during his employment with Company will automatically accelerate and become immediately 100% vested and exercisable on the date of said termination; (iii) Executive will have the option to purchase the Company-paid automobile in his possession at the depreciated book value of said automobile; and (iviii) Executive will automatically become the owner of his Company-paid whole life insurance policy.

Termination/Severance Pay. The term of this Agreement will terminate upon the first to occur of (i) January 31, 20062008, (ii) Executive's ’s death or permanent disability (as determined by the Board of Directors in its good faith judgment) or (iii) the date on which the Company's ’s Board of Directors terminates Executive's ’s employment for "Cause." Cause (as defined below). In the event that the Company shall terminate Executive's ’s employment prior to January 31, 2006 2008, otherwise than pursuant to clause (ii) or (iii) above, the Company shall pay severance pay to Executive by continuing the Base Salary, as well as all additional benefits described in Paragraph 1(a1(b) and in effect at the time of such terminationtermination (other than medical, dental and vision benefits, which will be provided only on the terms set forth in Paragraph 1(e)), until January 31, 20062008, and by paying Executive a prorated bonus for the fiscal year of the Company in which such termination occurs, if Executive would have earned any bonus under the Company’s bonus plan for such fiscal year. Such payments of Base Salary shall be made in bi-weekly installments, and such prorated bonus, if any, shall be paid when bonuses for such fiscal year are paid to Company employees in the ordinary course of business. For purposes of this Agreement, "“Cause" ” shall mean by determination of the Company's ’s Board of Directors in its good faith judgment that Executive has: (1) knowingly committed gross misconduct in the performance of his duties, (2) knowingly committed gross negligence or gross nonfeasance in the performance of his duties, (3) committed an act of financial dishonesty against the Company or any of its subsidiaries, parents or affiliates, or (4) committed any felony involving moral turpitude. In the event of the termination of Executive's employment by the Company for any reason other than Cause, the Company will allow Executive's spouse to continue to participate in the Company's medical plan on the same basis as such continued participation is provided to spouses of other executive employees until her 65th birthday. If such continued participation is not possible for any reason, the Company will purchase health insurance coverage for Executive's spouse that provides, to the extent practicable, reasonably comparable benefits until her 65th birthday. In no event will the Company be obligated to provide any medical plan or other health insurance coverage if Executive's spouse becomes eligible for medical benefits offered by another employer. In addition, in the event this Agreement is terminated at any time and for any reason reason, (i) any unvested portion of Executive's 401(k) savings plan interest will automatically accelerate and become immediately 100% vested on the date of such termination or, if such accelerated vesting is not permitted by any law, regulation or governmental ruling applicable to the 401(k) savings plan, the Company will pay to Executive the value of his unvested interest in the 401(k) savings plan; (ii) any and all unvested stock options to purchase common stock of the Company granted to Executive at any time during his employment with Company will automatically accelerate and become immediately 100% vested and exercisable on the date of said termination; (iii) Executive will have the option to purchase the Company-paid automobile in his possession at the depreciated book value of said automobile; and (ivii) Executive will automatically become the owner of his Company-paid whole life insurance policypolicies.