Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following: (a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and (b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the greater of two hundred thousand dollars ($200,000) or the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and (c) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and (d) with respect to any Award granted to the Executive pursuant to the Plan and/or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment of the Award as of the date of the Executive's resignation or termination (if any), then, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted to the Executive pursuant to the Plan or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, (whether or not fully vested or free of restrictions at the time of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration of the entire term of the Award in accordance with the Plan and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or non-Plan Stock Option Agreement or the certificate evidencing the Award thereunder.

Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following: (a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and (b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the greater of two one hundred thirty five thousand dollars ($200,000135,000) or the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and (c) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and (d) with respect to any Award granted to the Executive pursuant to the Plan and/or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment of the Award as of the date of the Executive's resignation or termination (if any), then, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted to the Executive pursuant to the Plan or pursuant to the non-Plan Stock Option Agreement dated October 15, 1997, (whether or not fully vested or free of restrictions at the time of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration of the entire term of the Award in accordance with the Plan and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or non-Plan Stock Option Agreement or the certificate evidencing the Award thereunder.