Common use of Payments by Virtue of Termination of Employment Clause in Contracts

Payments by Virtue of Termination of Employment. (a) Within thirty (30) days following Executive’s termination of employment, Executive shall receive: (a) payment of Executive’s accrued and unpaid Base Salary as of the date of termination, (b) any accrued amounts or accrued benefits due to Executive in accordance with the Benefit Plans, programs or policies (other than severance), and (c) reimbursement of expenses under Section 7 incurred as of the date of termination. Executive hereby acknowledges and agrees that, other than the payments described in this Section 9 and set forth in any applicable award agreement under the Plan, upon the effective date of the termination of Executive’s employment, Executive shall not be entitled to any other payments or benefits of any kind under any Company benefit plan or policy generally available to the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement shall end as of such date. (b) In the event the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, by either Party after a Change in Control, or as a result of a Company Non-Renewal, the Executive shall be entitled to (i) the payments set forth in Section 9(a) and (ii) subject to Section 9(c) of this Agreement, (1) Base Salary continuation for twelve (12) months, payable in substantially equal installments in accordance with the Company’s regular payroll practices, (2) Bonus, if any, for the year in which the termination occurs in an amount equal to the target bonus amount approved by the Board with respect to Executive and payable within thirty (30) days following Executive’s termination of employment, and (3) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), a cash payment equal to the full premium for actively employed executives of the Company with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months following the date of termination; provided, that the first payment pursuant to this Section 9(b)(ii) shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination and shall include payment of any amounts that would otherwise be due prior thereto. Executive hereby acknowledges and agrees that, other than the payments described in this Section 9 and set forth in any applicable award agreement under the Plan, upon the effective date of the termination of Executive’s employment, Executive shall not be entitled to any other payments or benefits of any kind under any Company benefit plan or policy generally available to the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement shall end as of such date. (c) All payments and benefits due to Executive under this Section 9(b)(ii) which are not otherwise required by applicable law shall be payable only if Executive executes a release of claims in a form mutually agreed by the Parties and such release becomes irrevocable, within sixty (60) days following termination of employment. The form of release executed by the Parties shall include a release of any and all claims that the Company might have or assert against Executive. Failure to timely execute and return such release or the revocation of such release during the revocation period shall be a waiver by Executive of Executive’s right to the payments in Section 9(b)(ii). In addition, the payments in Section 9(b)(ii) shall be conditioned on Executive’s compliance with Sections 11 of this Agreement and on Executive’s continued compliance with Section 13 of this Agreement.

Payments by Virtue of Termination of Employment. (a) Within If Executive’s employment is terminated at any time during the Term by the Company pursuant to Section 9(d) (Without Cause by the Company) or Section 9(g) (Company Non-Renewal Notice), or by Executive pursuant to Section 9(e) (Good Reason), subject to Section 10(c) of this Agreement, Executive shall be entitled to: (i) (A) within thirty (30) days following Executive’s termination of employmentsuch termination, Executive shall receive: (a1) payment of Executive’s accrued and unpaid Base Salary as (2) payment of any earned but unpaid Annual Bonus for the fiscal year prior to the year of termination, payable at the same time annual bonuses are paid to other similarly situated employees of the Company and (3) reimbursement of expenses under Section 8 of this Agreement, in each case of (1) and (2), accrued through the date of termination, termination and (bB) any all other accrued amounts or accrued benefits due to Executive in accordance with the Benefit PlansCompany’s benefit plans, programs or policies (other than severance), and (c) reimbursement of expenses under Section 7 incurred as of the date of termination. Executive hereby acknowledges and agrees that, other than the payments described in this Section 9 and set forth in any applicable award agreement under the Plan, upon the effective date of the termination of Executive’s employment, Executive shall not be entitled to any other payments or benefits of any kind under any Company benefit plan or policy generally available to the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement shall end as of such date.; and (bii) In (A) an amount equal to one (1) times the event the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, by either Party after a Change in Control, or as a result sum of a Company Non-Renewal, the Executive shall be entitled to (i) the payments set forth Executive’s Base Salary as in Section 9(a) effect immediately prior to Executive’s date of termination and (ii) subject to Section 9(c) of this AgreementExecutive’s Target Bonus, (1) Base Salary continuation for which amount shall be payable during the twelve (12) months, payable months commencing on the date of termination (the “Severance Period”) in substantially equal installments in accordance with the Company’s regular payroll practices, (2) Bonus, if any, for the year practices as in which the termination occurs in an amount equal effect from time to the target bonus amount approved by the Board with respect to Executive and payable within thirty (30) days following Executive’s termination of employment, and (3) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), a cash payment equal to the full premium for actively employed executives of the Company with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months following the date of terminationtime; provided, that the first payment pursuant to this Section 9(b)(ii10(a)(ii)(A) shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination and shall include payment of any amounts that would otherwise be due prior thereto. Executive hereby acknowledges thereto and agrees that, other than (B) a lump sum taxable cash payment equal to the payments described in this Section 9 and set forth in any applicable award agreement under aggregate monthly employer contribution to the Plan, upon Company’s group health coverage premium for an active employee with the effective same level of coverage as Employee had on the date of termination for the termination Severance Period, payable on the first payroll date following the sixtieth (60th) day after Executive’s termination. In the event of Executive’s employmentdeath during the Severance Period, any payments to be made pursuant to this Section 10(a)(ii) shall be paid to Executive’s legal representative. (iii) notwithstanding anything to the contrary in an applicable incentive equity award agreement, any outstanding equity award that was granted subject solely to time-based vesting shall fully vest on the Executive’s date of termination. (b) If, during the Term, (i) Executive’s employment terminates pursuant to Section 9(a) (Death) or Section 9(b) (Disability), (ii) the Company terminates the Executive’s employment pursuant to Section 9(c) (Cause), or (iii) Executive terminates Executive’s employment pursuant to Section 9(f) (By Executive without Good Reason) or Section 9(h) (Executive Non-Renewal Notice), Executive or Executive’s legal representatives, as applicable, shall be entitled to receive the payments and benefits described under Section 10(a)(i) of this Agreement; provided that, if during the Term, the Company terminates Executive’s employment pursuant to Section 9(c) Cause or Executive terminates Executive’s employment pursuant to Section 9(f) (By Executive without Good Reason) or by Executive pursuant to Section 9(h) (Executive Non-Renewal Notice), Executive shall not be entitled to any other payments the payment described under Section 10(a)(i)(A)(2). If Executive’s employment terminates pursuant to Section 9(a) (Death) or benefits Section 9(b) (Disability), notwithstanding anything to the contrary in an applicable incentive equity award agreement, the portion of any kind under any Company benefit plan or policy generally available outstanding equity award that was granted subject solely to time-based vesting and would have vested within the Company’s employees or otherwise and all other rights of Executive to compensation under this Agreement following twelve (12) months had no termination occurred, shall end as of such date. (c) All payments and benefits due to Executive under this Section 9(b)(ii) which are not otherwise required by applicable law shall be payable only if Executive executes a release of claims in a form mutually agreed by vest on the Parties and such release becomes irrevocable, within sixty (60) days following termination of employment. The form of release executed by the Parties shall include a release of any and all claims that the Company might have or assert against Executive. Failure to timely execute and return such release or the revocation of such release during the revocation period shall be a waiver by Executive of Executive’s right to the payments in Section 9(b)(ii). In addition, the payments in Section 9(b)(ii) shall be conditioned on Executive’s compliance with Sections 11 date of this Agreement and on Executive’s continued compliance with Section 13 of this Agreementtermination.