Common use of Improper Termination Clause in Contracts

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 or 14.3 of this Agreement, then (i) the Company will immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement pursuant to Sections 6.1 and 6.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein , (ii) Employee will be entitled to all of the benefits under Section 8 of this Agreement, as amended, through the end of the term of this Agreement, and (iii) all unvested stock options owned by Employee will immediately vest, Employee will be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreement, no such stock options will terminate prior to said expiration dates, and no “severance” will be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 of this Agreement 13.2 herein or by the Company in any manner except as specifically provided in accordance with Section 14.1 or 14.3 of this Agreement13 herein, then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater sum of (a) the sum of the Employee’s 's entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement December 31, 1999 pursuant to Sections 6.1 and 6.2 herein, respectively or respectively, and (b) the Employee’s annual base compensation as set forth in Section and accrued but unpaid bonus (if any, with respect to bonus) which would be payable to the Employee for 15 additional months pursuant to Sections 6.1 herein and 6.2 herein, respectively, (ii) Employee will shall be entitled to all of the benefits under Section 8 7 of this Agreement, as amendedthrough March 31, through the end of the term of this Agreement2001, and (iii) all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 8 of this Agreementthe Company's 1996 Stock Option Plan and the Minutes, no such stock options will shall terminate prior to said expiration dates, and no “"severance” will " shall be deemed to have occurred under the Company’s 's 1996 Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior inferior, or different employment.

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 13.2 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 13.1 or 14.3 13.3 of this Agreement, then (i) the Company will immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement pursuant to Sections 6.1 5.1 and 6.2 5.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 5.1 herein , (ii) Employee will be entitled to all of the benefits under Section 8 7 of this Agreement, as amended, through the end of the term of this Agreement, and (iii) all unvested stock options owned by Employee will immediately vest, Employee will be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 5.3 of this Agreement, no such stock options will terminate prior to said expiration dates, and no “severance” will be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. If at any time during the term of this Agreement, this Agreement is terminated by Employee Executive for any reason pursuant to Section 14.2 of this Agreement 14.2, or by the Company in any manner except specifically in accordance with Section 14.1 or 14.3 of this Agreement14.3, then (i) the then: A. Company will immediately shall pay to Executive the Employee a lump sum payment equal to the greater cumulative total of (a) the sum of the EmployeeExecutive’s entire annual compensation salary and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term the; .term of this Agreement pursuant to Sections 6.1 and 6.2 herein, respectively or Agreement; but in no event less than $350,000 (b) the Employee’s annual base compensation as set forth payable to Executive during the fifth year of this Agreement) and in Section 6.1 herein no event more than 300% of Executive’s annual taxable compensation for the calendar year in which the termination occurs. Commencing upon the termination, (ii) Employee will payments shall be made to Executive semi-monthly on the 15th and last day, of each month until paid in full; and B. Executive shall be entitled to all of the benefits under Section 8 7 of this Agreement, as amended, Agreement through the end of the term of this AgreementAgreement including, without limitation, that Company shall continue to pay the premiums on Executive’s personal term life insurance policies, Nos. 9000055970 and (iii) all unvested stock options owned by Employee will immediately vest, Employee will 9000077560; and C. Executive shall be entitled to exercise all vested stock options which (once they vest) that he owns as of the termination of his employment for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreement, no options. No such stock options will shall terminate prior to said expiration dates, all nonvested stock options shall continue to vest in accordance with their original schedules, and no “severance” will shall be deemed to have occurred under the Company’s Stock Option Plan or Plan, under then existing Stock Option Agreements stock option agreements covering said stock options. It is specifically agreed that in such the event Employee will of a termination under this Section 15, Executive shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. Section 15 of the Agreement is hereby amended and restated to be as follows: "If this Agreement Agreement, as amended, is terminated by Employee for any reason pursuant to Section 14.2 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 or 14.3 of this Agreement, then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater sum of (a) the sum of the Employee’s 's entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement June 30, 2002 pursuant to Sections 6.1 and 6.2 herein, respectively or respectively, and (b) the Employee’s annual base compensation as set forth in Section and accrued but unpaid bonus (if any, with respect to bonus) which would be payable to the Employee for three additional years pursuant to Sections 6.1 herein and 6.2 herein, respectively, (ii) Employee will shall be entitled to all of the benefits under Section 8 Sections 7 and 10 of this Agreement, as amended, through the end of the term of this AgreementJune 30, 2005, and (iii) all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 8 of this Agreementthe Company's 1996 Stock Option Plan, no such stock options will shall terminate prior to said expiration dates, and no “"severance” will " shall be deemed to have occurred under the Company’s 's 1996 Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior or different employment."

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 15.2 or 15.6 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 15.1, 15.3, 15.4 or 14.3 15.5 of this Agreement, then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation Annual Compensation and accrued but unpaid 100% of his bonus (if any, with respect to bonus) payable through potential except that in the end event of a termination as a result of a Change in Control of the term Company, the Company shall immediately pay to Employee a lump sum equal to the sum of this Agreement pursuant to Sections 6.1 two years of Employee's entire Annual Compensation and 6.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein 100% of his bonus potential for such two year period, (ii) Employee will shall be entitled to all of the benefits under Section 8 7 of this Agreement, as amended, through for a period of two years from the end of the term of this Agreementtermination, and (iii) if applicable, all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreementoptions, no such stock options will shall terminate prior to said expiration dates, and no “severance” will shall be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 12.2 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 12.1 or 14.3 of 12.3 or except if this AgreementAgreement is terminated pursuant to Section 12.4 or 12.5 herein, then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire remaining annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement pursuant to Sections 6.1 5.1 and 6.2 5.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein respectively, (ii) Employee will shall be entitled to all of the benefits under Section 8 Sections 6 and 9 of this Agreement, as amended, through the end of the term of this AgreementAgreement (provided, that to the extent that the Company cannot provide Employee with equivalent benefits at the cost then being paid by the Company, then the Company shall pay to Employee for such period the premiums then payable by the Company with respect to the provision of such benefits), and (iii) all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 5.3 of this Agreement, no such stock options will shall terminate prior to said expiration dates, and no “severance” will shall be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 15.2 or 15.6 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 15.1, 15.3, 15.4 or 14.3 15.5 of this Agreement, , then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation Annual Compensation and accrued but unpaid 100% of his bonus (if anypotential, with respect to bonus) payable through except that in the end event of a termination as a result of a Change in Control of the term Company, the Company shall immediately pay to Employee a lump sum equal to the sum of this Agreement pursuant to Sections 6.1 two years of Employee's entire Annual Compensation and 6.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein 100% of his bonus potential for such two year period, (ii) Employee will shall be entitled to all of the benefits under Section 8 7 of this Agreement, as amended, through for a period of two years from the end of the term of this Agreementtermination, and (iii) if applicable, all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreementoptions, no such stock options will shall terminate prior to said expiration dates, and no “severance” will shall be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.

Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 13.2, 13.6 or 13.7 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 13.1 or 14.3 13.3, 13.4 or 13.5 of this Agreement, then (i) the Company will shall immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement pursuant to Sections 6.1 and 6.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein respectively, plus an additional lump sum equal to 36 months of his last monthly payment on record (ii) Employee will shall be entitled to all of the benefits under Section 8 7 of this Agreement, as amended, through the end of the term of this Agreement, and (iii) if applicable, all unvested stock options owned by Employee will immediately vest, Employee will shall be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreementoptions, no such stock options will shall terminate prior to said expiration dates, and no “severance” will shall be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.