Common use of Termination Without Cause by Company/Severance Clause in Contracts

Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on sixty (60) days' advance written notice to Executive. In the event of such termination, Executive will receive in one lump sum payment, (i) the unpaid Base Salary then in effect, prorated to the effective date then in effect; (ii) his Base Salary for twenty-four (24) months from the termination date plus one year's expected Bonus pursuant to Section 4.3 of this Agreement, and assuming satisfaction of all performance based milestones by both Company and the Executive; (iii) any amounts to which Executive is entitled pursuant to Section 5 or 6 hereof; and (iv) any benefit or right to which Executive is entitled pursuant to the Plan and Option Agreements delivered to Executive in connection with the grant of Options to Executive (the "SEVERANCE Payments"), provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 14.8, below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company, in substantially the form attached hereto as Exhibit B, or in another form that is acceptable to Company in its sole discretion. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.

Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on sixty (60) days' advance written notice to Executive. In the event of such termination, Executive will receive in one lump sum payment, (i) the unpaid Base Salary then in effect, prorated to the effective date then in effectof termination; (ii) his her Base Salary for twenty-four (24) months from the termination date plus one year's expected base Bonus pursuant to Section 4.3 of this AgreementAgreement for the calendar year during which the termination occurs ($125,000 for calendar year 2002), and assuming satisfaction of all performance based milestones at the 100% level by both Company and the Executive; and (iii) any amounts to which Executive is entitled pursuant to Section Sections 5 or 6 hereof; and (iv) any benefit or right to which Executive is entitled pursuant to the Plan and Option Agreements delivered to Executive in connection with the grant of Options to Executive hereof (the "SEVERANCE PaymentsPAYMENTS"), provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 14.8, below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company, in substantially the form attached hereto as Exhibit B, or in another form that is acceptable to Company in its sole discretion. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.

Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on sixty (60) days' advance written notice to Executive. In the event of such termination, Executive will receive in one lump sum payment, (i) the unpaid Base Salary then in effect, prorated to the effective date then in effect; (ii) his Base Salary for twenty-four (24) months from the termination date plus one year's expected Bonus pursuant to Section 4.3 of this Agreement, and assuming satisfaction of all performance based milestones by both Company and the Executive; (iii) any amounts to which Executive is entitled pursuant to Section 5 or 6 hereof; and (iv) any benefit or right to which Executive is entitled pursuant to the Plan and Option Agreements delivered to Executive in connection with the grant of Options to Executive (the "SEVERANCE PaymentsPAYMENTS"), provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 14.8, below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company, in substantially the form attached hereto as Exhibit B, or in another form that is acceptable to Company in its sole discretion. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.