Common use of By Employer Clause in Contracts

By Employer. Employer may terminate Executive's employment ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Executive accepts any -------- ------- alternative employment during the balance of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment for the balance of the Initial Term of Employment.

By Employer. Employer may terminate Executive's employment ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that -------- ------- Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any -------- ------- alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment for the balance of the Initial Term of Employment.

By Employer. Employer may terminate Executive's the Term of Employment and Employee’s employment ----------- without cause under this Agreement at any time and for any reason satisfactory to Employer, and whether or reason not for “Cause” as defined below. Upon any such termination of Employee’s employment by giving Executive written notice. Such notice Employer for Cause, Employee shall set forth have no further rights, and Employer shall have no further obligations, under this Agreement (including any right to receive the Cash Bonus or any compensation or other benefits for any period after such termination); provided, that Employee will be entitled to receive earned but unpaid Base Salary due under this Agreement through the date of termination, such termination and any unreimbursed expenses to which date shall be not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts Employee is entitled to cooperate with Employer in achieving a transition of Executive's duties reimbursement under Employer’s policies and responsibilitiesprocedures. Upon any such termination of Executive's employment by Employer under this Paragraph 7(d) without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Executive accepts any -------- ------- alternative employment during the balance of the Initial Term of EmploymentCause, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment (i) pay Base Salary to Employee at Employee’s then current Base Salary rate for the balance then current unexpired Term of Employment hereunder (which payments shall be made on the Initial same schedule as Employee’s Base Salary was paid by Employer during the Term of Employment.), (ii) pay the Cash Bonus to Employee at the time Employer pays the final payment of Base Salary, and, (iii) if Employee chooses to exercise Employee’s rights to purchase continued health insurance coverage under Employer’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employer shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. Notwithstanding any provision in this Agreement to the contrary, before Employer may terminate Employee’s employment for a Cause described in Paragraph 7(d)(i)(A) below, Employer first shall give Employee ten (10) days written notice of the facts or circumstances constituting such Cause for termination, and, if during such period Employee shall cure such Cause to the reasonable satisfaction of Employer, then Employee’s employment shall continue; provided however that, in the event of any reoccurrence or further occurrence of the same Cause, Employer shall have no obligation to give Employee any further or additional notice or opportunity to cure prior to the termination of Employee’s employment. Except as specifically described above, no such notice or opportunity to cure shall be required in the case of termination of Employee’s employment for any Cause. For purposes of this Paragraph 7(d), Employer shall have “Cause” to terminate Employee’s employment upon:

By Employer. Employer Employer's Board of Directors may terminate ExecutiveEmployee's employment ----------- without cause or reason at any time by giving Executive written notice of such termination to Employee in the manner provided below for the giving of notices, such termination to be effective on a date specified therein which is not less than sixty (60) days from the date of such notice; provided, however, any termination other than for cause shall not prejudice the Employee's right to compensation and other benefits under this Agreement during the period of time immediately following his termination equivalent to compensation and benefits as hereinafter described in this Section 4.1 for the greater of (i) one year or (ii) six (6) months increased by two (2) weeks for each completed year of service to Employer ("the Severance Period"). Such notice compensation shall set forth include Employee's then current regular base pay and bonus equivalent to on the Employee's average annual bonus for the last five (5) year (or lesser number of years if Employee has not been employed for five (5) years) prorated to the date of termination, which both to be paid in a lump sum at the effective date of termination, but without any discount for such prepayment. Employee's participation in all benefit programs shall continue during the Severance Period as if Employee were still an Employee including Employer ESOP contributions payment of country club dues, automobile expenses and accrual of vacation pay. Employer shall pay Employee's COBRA health insurance expenses during the Severance Period. Employee shall not be eligible for the grant of any additional stock options during the Severance Period, however all stock options held by Employee shall become immediately exercisable, in full, not later than 30 days following withstanding any provisions therein for deferred "vesting" based upon the completions of a specified period of employment, and all such options shall remain exercisable, pursuant to the Stock Option Plan for a period of three (3) months from the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive employment.. The amounts payable to Employee under this Section 4.1 shall not be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive Employee from alternative other employment or otherwise and the Employee shall be under no duty to make seek other employment, or otherwise to mitigate the amounts payable hereunder. Employee shall have the right (but not the obligation) at any time following receipt of notice of termination under this Section 4.1 until the effective date thereof to resign as an officer and/or as a lump sum payment Director of Employer while continuing to Executive equal to serve as an employee at the unpaid balance same compensation, but with such reduction in duties as may be appropriate in order that Employee shall no longer be an officer of such salary and bonus payments discounted to Employer within the date meaning of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (ASection 16(b) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Executive accepts any -------- ------- alternative employment during the balance of the Initial Term Securities and Exchange Act of Employment1934, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of as amended (the amount of income received by him from alternative employment for the balance of the Initial Term of Employment"Exchange Act").

By Employer. Employer may terminate Executive's ’s employment ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be not later than 30 days following the date of notice (the "“Notice Period"”). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's ’s duties and responsibilities. Upon termination of Executive's ’s employment by Employer without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's ’s employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Executive accepts any -------- ------- alternative employment during the balance of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment for the balance of the Initial Term of Employment.

By Employer. Employer may terminate Executive's employment ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any -------- ------- alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment for the balance of the Initial Term of Employment.

By Employer. Employer may terminate Executive's employment ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to make a lump sum payment to Executive equal to the unpaid balance of such salary and bonus payments discounted to the date of payment using a discount rate of 7% per annum; provided, however, that Employer -------- ------- shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any -------- ------- alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of the amount of income received by him from alternative employment for the balance of the Initial Term of Employment.

By Employer. Employer Employer's Board of Directors may terminate ExecutiveEmployee's employment ----------- without cause or reason at any time by giving Executive written notice of such termination to Employee in the manner provided below for the giving of notices, such termination to be effective on a date specified therein which is not less than sixty (60) days from the date of such notice; provided, however, any termination other than for cause shall not prejudice the Employee's right to compensation and other benefits under this Agreement during the period of time immediately following his termination equivalent to compensation and benefits as hereinafter described in this Section 4.1 for the greater of (i) one year or (ii) six (6) months increased by two (2) weeks for each completed year of service to Employer ("the Severance Period"). Such notice compensation shall set forth include Employee's then current regular base pay and bonus equivalent to the Employee's average annual bonus for the last five (5) years (or lesser number of years if Employee has not been employed for five (5) years) prorated to the date of termination, which both to be paid in a lump sum at the effective date of termination, but without any discount for such prepayment. Employee's participation in all benefit programs shall continue during the Severance Period as if Employee were still an Employee including Employer ESOP contributions payment of country club dues, automobile expenses and accrual of vacation pay. Employer shall pay Employee's COBRA health insurance expenses during the Severance Period. Employee shall not be eligible for the grant of any additional stock options during the Severance Period, however all stock options held by Employee shall become immediately exercisable, in full, not later than 30 days following withstanding any provisions therein for deferred "vesting" based upon the completions of a specified period of employment, and all such options shall remain exercisable, pursuant to the Stock Option Plan for a period of three (3) months from the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive employment. The amounts payable to Employee under this Section 4.1 shall not be entitled to continue to receive, for the lesser of the three years following termination or the balance of the Initial Term of Employment, (i) his salary and (ii) an annual amount equal to the average for the two full fiscal years prior to termination (or the amount in the immediately preceding fiscal year, if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive Employee from alternative other employment or otherwise and the Employee shall be under no duty to make seek other employment, or otherwise to mitigate the amounts payable hereunder. Employee shall have the right (but not the obligation) at any time following receipt of notice of termination under this Section 4.1 until the effective date thereof to resign as an officer and/or as a lump sum payment Director of Employer while continuing to Executive equal to serve as an employee at the unpaid balance same compensation, but with such reduction in duties as may be appropriate in order that Employee shall no longer be an officer of such salary and bonus payments discounted to Employer within the date meaning of payment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for any period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (ASection 16(b) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Executive accepts any -------- ------- alternative employment during the balance of the Initial Term Securities and Exchange Act of Employment1934, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be obligated to inform Employer of as amended (the amount of income received by him from alternative employment for the balance of the Initial Term of Employment"Exchange Act").