Termination Extension. 10.1 During the Term of this Agreement, the Company's Board of Directors may terminate Employee's employment herein at any time for cause as contemplated by Section 2924 of the California Labor Code (copy of which in effect as of the date hereof is attached hereto as Exhibit "E" and made a part hereof), or as a result of a material breach by Employee of his obligations under this Agreement, provided however that Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute cause for termination, and Employee shall be provided with reasonable opportunity to correct such behavior or conduct within that notice period. 10.2 In the event that the Company terminates Employee's employment for any cause other than the causes set forth in paragraph 10.1 hereinabove, such shall be considered to be termination "without cause." Removal from Employee of the title of "President, Chief Executive Officer and Chairman of the Board" during the Term, without Employee's consent, shall be deemed to be termination without cause. 10.3 In the event that the Company terminates this Agreement or Employee's employment hereunder without cause at any time between June 11, 1996 and June 10, 1999, except for termination without cause under a Change of Control (as that term is defined in paragraph 10.5 hereinabove), then: (1) the Company shall pay Employee a lump-sum severance amount equal to 3.5 times the sum of (i) Employee's annual base salary in effect as of the date of termination, and (ii) the highest management incentive bonus paid to Employee during that period of time (but not less than sixty percent (60%) times Employee's annual base salary determined as of the date of termination; and (2) all unvested restricted stock grants and stock options granted to Employee shall automatically vest in full. 10.4 On or before January 10, 1999 the Company shall review terms for the future extension of the Term beyond June 10, 1999. In the event that following their good faith efforts, the Company and Employee are unable to agree on reasonable terms for such extension by March 10, 1999, which reasonable terms shall be consistent with general competitive practices based on the Company's peer group of companies, then, at Employee's option, Employee's employment shall terminate on June 10, 1999 and Employee shall be entitled to those termination benefits described in paragraphs 8.3,
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Termination Extension. 10.1 During the Term of this Agreement, the Company's Board of Directors may terminate Employee's employment herein at any time for cause as contemplated by Section 2924 of the California Labor Code (copy of which in effect as of the date hereof is attached hereto as Exhibit "E" and made a part hereof), or as a result of a material breach by Employee of his obligations under this Agreement, provided however that Company shall provide Employee with not less than sixty (60) days prior written notice describing the behavior or conduct which is alleged by the Company to constitute cause for termination, termination and Employee shall be provided with reasonable opportunity to correct such behavior or conduct within that notice period.
10.2 In the event that the Company terminates Employee's employment for any cause other than the causes set forth in paragraph 10.1 hereinabove, such shall be considered to be termination "without cause." Removal from Employee of the title of "President, Chief Executive Officer and Chairman of the Board" during the Term, without Employee's consent, shall be deemed to be termination without cause.
10.3 In the event that the Company terminates this Agreement or Employee's employment hereunder without cause at any time between June 11, 1996 and June 10, 1999during the Term of this Agreement, except for termination without cause under due to or following a Change of Control (as that term is defined in paragraph 10.5 hereinabovehereinbelow), then:
(1) the Company shall pay Employee a lump-sum severance amount within thirty (30) days following termination equal to 3.5 (or the number of years and fractional years remaining in the Term, if the remaining Term of this Agreement is less than three years and six months as of the date of the termination) times the sum of (i) Employee's annual base salary in effect as of the date of termination, and (ii) the highest management incentive bonus paid to Employee during that period of time the three and one-half years preceding termination (but not less than sixty percent (60%) times Employee's annual base salary determined as of the date of termination; and);
(2) all unvested restricted stock grants and stock options granted to Employee shall automatically vest in full.; and
10.4 On or before January 10, 1999 the Company shall review terms for the future extension of the Term beyond June 10, 1999. In the event that following their good faith efforts, the Company and Employee are unable to agree on reasonable terms for such extension by March 10, 1999, which reasonable terms shall be consistent with general competitive practices based on the Company's peer group of companies, then, at Employee's option, Employee's employment shall terminate on June 10, 1999 and (3) Employee shall be entitled to those termination the benefits described in paragraphs 8.3,, 8.4 and 9.3
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