Common use of Termination for other than Cause, Death or Disability or Resignation for Good Reason Clause in Contracts

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company terminates Executive’s employment with the Company other than for Cause, death or disability, or (ii) Executive resigns from his employment with the Company for Good Reason, then, subject to Section 9, Executive will be entitled to (A) receive continuing payments of severance pay at a rate equal to his Base Salary rate, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event), for twelve (12) months from the date of such termination in accordance with the Company’s normal payroll policies; and (B) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1) a period of twelve (12) months from the last date of employment of the Executive with the Company, or (2) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive’s death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive’s Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve six (126) months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s normal payroll policiespractices; (ii) an amount equal to Executive’s target annual bonus for the year in which such termination of employment occurs, multiplied by .5, payable in equal installments in accordance with the Company’s normal payroll practices over six (6) months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s his eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve three (123) months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company’s normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive’s accrued and unpaid Base Salary through the date Executive’s employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the terms and conditions of the Company’s benefit plans (collectively, the “Accrued Benefits”) if Executive’s employment terminates in the circumstances described in this Section 6(a).

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive’s death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive’s Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve (12) [ ] months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s normal payroll policiespractices; (ii) an amount equal to Executive’s target annual bonus for the year in which such termination of employment occurs, multiplied by [ ], payable in equal installments in accordance with the Company’s normal payroll practices over [ ] months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s her eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve (12) [ ] months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company’s normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive’s accrued and unpaid Base Salary through the date Executive’s employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the terms and conditions of the Company’s benefit plans (collectively, the “Accrued Benefits”) if Executive’s employment terminates in the circumstances described in this Section 6(a).

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive’s death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive’s Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve six (126) months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s normal payroll policiespractices; (ii) an amount equal to Executive’s target annual bonus for the year in which such termination of employment occurs, multiplied by .5, payable in equal installments in accordance with the Company’s normal payroll practices over six (6) months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s his eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve three (123) months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company’s normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive’s accrued and unpaid Base Salary through the date Executive’s employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the 82723024_2 terms and conditions of the Company’s benefit plans (collectively, the “Accrued Benefits”) if Executive’s employment terminates in the circumstances described in this Section 6(a).

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive’s death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive’s Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve six (126) months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s normal payroll policiespractices; (ii) an amount equal to Executive’s target annual bonus for the year in which such termination of employment occurs, multiplied by .5, payable in equal installments in accordance with the Company’s normal payroll practices over six (6) months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s her eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve six (126) months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company’s normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive’s accrued and unpaid Base Salary through the date Executive’s employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the terms and conditions of the Company’s benefit plans (collectively, the “Accrued Benefits”) if Executive’s employment terminates in the circumstances described in this Section 6(a).

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s 's employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive's death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive's Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve six (126) months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s 's normal payroll policiespractices; (ii) an amount equal to Executive's target annual bonus for the year in which such termination of employment occurs, multiplied by .5, payable in equal installments in accordance with the Company's normal payroll practices over six (6) months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s his eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve three (123) months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s 's normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company's normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive's accrued and unpaid Base Salary through the date Executive's employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the terms and conditions of the Company's benefit plans (collectively, the “Accrued Benefits”) if Executive's employment terminates in the circumstances described in this Section 6(a).

Termination for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause, Cause (as defined below) and other than due to Executive’s death or disabilityDisability (as defined below), or (ii) Executive resigns from his employment with the Company for Good ReasonReason (as defined below), then, subject to Section 98, Executive will be entitled to (Ai) receive continuing payments of severance pay at a rate equal to his Executive’s Base Salary rateSalary, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event)effect, for twelve nine (129) months from the date of such termination termination, which will be paid in equal installments in accordance with the Company’s normal payroll policiespractices; (ii) an amount equal to Executive’s target annual bonus for the year in which such termination of employment occurs, multiplied by .75, payable in equal installments in accordance with the Company’s normal payroll practices over nine (9) months from the date of such termination; and (Biii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), for Executive and Executive’s his eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (1A) a period of twelve six (126) months from the last date of employment of the Executive with the Company, or (2B) the date upon which Executive and/or Executive’s ceases to be eligible dependents becomes covered for coverage under similar plansCOBRA. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)) or incurring additional taxes, the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage) for the time period described in clause (A) in equal installments in accordance with the Company’s normal payroll practices. Notwithstanding anything In addition to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)amounts described above, Executive will not be entitled to receive such payment Executive’s accrued and unpaid Base Salary through the date Executive’s employment terminates, any unreimbursed expenses due under Section 5 of above, and any vested benefits required to be paid or any further reimbursements for COBRA premiumsprovided under the terms and conditions of the Company’s benefit plans (collectively, the “Accrued Benefits”) if Executive’s employment terminates in the circumstances described in this Section 6(a).