Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.
Payments and Benefits. If any Event shall occur during the Term of this Agreement and the employment of Executive with the Company is voluntarily or involuntarily terminated under circumstances specified in Section 2(a), then Executive shall be entitled to receive from the Company or its successor (which term as used herein shall include any person acquiring all or substantially all of the assets of the Company) a cash payment and other benefits on the following basis:
Payments and Benefits. Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits set forth in Section 3 of the Separation Agreement between Executive and the Company dated as of December 21, 2015 (the “Separation Agreement”), upon the terms, and subject to the conditions, of the Separation Agreement. Executive agrees that Executive is not entitled to receive any additional payments as wages, vacation or bonuses except as otherwise provided under the Separation Agreement and the Consulting Services Agreement attached as Exhibit B to the Separation Agreement (the “Consulting Services Agreement”).
Payments and Benefits. Due Upon Termination of Agreement”), Section 8 (“Payments and Benefits Due Upon Certain Change-of-Control Events”), Section 9 (“Parachute Payment Limitation”), Section 10 (“Conditions on Receipt of Separation Benefits and Change-of-Control Benefits”), Section 11 (“Confidential Information”), Section 15 (“Survival and Enforcement of Covenants; Remedies”), Section 17 (“Waiver of Right to Jury Trial”), Section 18 (“Attorneys’ Fees and Other Costs”), Section 19 (“Entire Agreement”), Section 20 (“Inconsistencies”), Section 24 (“Governing Law; Venue”), Section 30 (“Cooperation”), and Section 32 (“Notices”).
Payments and Benefits. If a Change of Control Termination occurs, the Executive shall be entitled to receive, subject to the execution of the Release, the payments and benefits set forth below in this Section III in consideration of the Executive's agreements under the Agreement, including but not limited to the Executive's agreement not to compete with the Company for a period of one year after a Change of Control Termination pursuant to Section 5(a) of the Agreement; provided, however, that any payment made or benefit provided under this Section III shall be reduced by any amount paid or payable to the Executive and/or the Executive's family with respect to the same type of payment or benefit under any other plan maintained by the Company to avoid duplication of payments or benefits:
Payments and Benefits. Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits set forth in Sections 5(a)(ii), (iii), (iv) (if applicable), (v) (if applicable) and (vi) of the Employment Agreement between Executive and the Company dated as of [●], 2017 (the “Employment Agreement”), upon the terms, and subject to the conditions, of the Employment Agreement.
Payments and Benefits. Upon Employment Termination Upon a Change in Control. If, within twenty four (24) months after a Change in Control, the Executive’s employment is terminated by the Company other than for Cause or if the Executive terminates employment for Good Reason (as defined below), the Company shall provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 6(d), but in addition to the amounts payable under Section 6(a):