Common use of By the Company Without Cause Clause in Contracts

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty forty percent (5040%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty forty percent (5040%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Commission Payments to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under pursuant to this Agreement may be terminated by the Company at any time without Cause (for purposes by delivery of clarity, it is acknowledged that expiration a Notice of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination Termination to the Executive, which notice shall specify . In the effective date of such termination and event that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunderis terminated pursuant to this Section 10(e), and the Executive shall be entitled to receive when due all compensation and benefits applicable to (i) the Executive hereunderAccrued Obligations, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60ii) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty (a) two hundred percent (50200%) of the Executive’s Base Salary for and (b) two hundred percent (200%) of the annual Bonus Target, in each case at the rate in effect immediately prior to the Date of Termination (without regard to any reductions of such rate, or failure to increase such rate, in breach of this Agreement), (iii) to the extent applicable, an amount equal to the Pro Rata Bonus, and (iv) a period lump sum payment equal to the then present value of twenty-all major medical, disability and life insurance coverage to be provided pursuant to Section 9 above through the date twenty four (24) months beginning immediately after the Termination Date of Termination, provided that under such circumstances the Executive shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses (ii) and (iv) above are hereafter referred to as the “Section 10(e) Severance Amount.” The amounts described in clause (i) shall be paid to the Executive no later than ten (10) days following the Date of Termination; any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. Payment of the Section 10(e) Severance Amount shall be subject to and conditioned upon the execution of an agreement by the Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 10(e) and rights to indemnification, (II) an affirmation of the Executive’s obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the Company one hundred percent (100%) of the Section 10(e) Severance Amount upon any breach of such agreement. The Section 10(e) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination Period”and (y) the execution of an agreement by the Executive as specified in the immediately preceding sentence. Additionally, in the event that the Executive’s employment is terminated pursuant to this Section 10(e), in such periodic installments all of the Executive’s options to purchase shares of capital stock of the Company which are unvested as were being paid of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately prior vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(e), all of the Executive’s options to purchase capital stock of the Company that are vested as of the Date of Termination or become vested pursuant to the Termination Date, no less frequently than monthly, less any sums which immediately preceding sentence may be required exercised by the Executive within the earlier of (i) the tenth anniversary of the date the options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, and the Executive (or the Executive’s spouse or heirs) shall be permitted to be deducted or exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld under applicable provisions a number of lawoption shares that have a fair market value equal to such obligations).

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty forty percent (5040%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-non- renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 18 below, the Company shall pay the Executive an amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments installments, no less frequently than monthly, as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) below which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above. In addition, Executive and the Executive’s dependents will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to subsection (c)(v) above and Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disabilityDisability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four twelve (2412) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective general release a Separation Agreement and Complete Release of Liability substantially in favor of the Company, the Board and their affiliates, in a form mutually acceptable attached as Exhibit A to both parties hereto, within sixty (60) days after termination of the Executive’s employmentthis Agreement, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive (A) an aggregate amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for (but not less EXECUTION COPY than a Base Salary of $550,000) on the Termination Date, with such aggregate amount to be paid over a period of twenty-four six (246) months beginning immediately after the Termination Date (the “Termination Period”)months, in such periodic equal monthly installments as were being paid immediately and (B) an aggregate amount equal to seventy-five percent (75%) of the Executive’s Incentive Payment for the last complete calendar year of the Term prior to the Termination Date, no less frequently than monthly, less any sums which may be required with such aggregate amount to be deducted or withheld under applicable provisions paid over a period of lawsix (6) months in equal monthly installments.

By the Company Without Cause. (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not revoking an effective a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty seventy-five percent (5075%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.