Common use of Termination upon Non-Renewal by the Company Clause in Contracts

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the expiration of the Term; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five ten (510) business days of the expiration of the Term; (iv) all earned and accrued, accrued but unpaid Bonusesbonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth thirtieth (60th30th) day following the expiration of the Term and will be paid over a period of thirty-six twelve (3612) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.5, Section 10.2(e), and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination upon Non-Renewal by the Company. In If the event that Executive’s employment is terminated due to the Company elects Company’s election not to extend the Term of this Agreement pursuant to Section 4 hereofhereof and the Executive is willing and able, at the time of such non-renewal, to continue providing services on the terms and conditions set forth herein, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary, through the termination date; (ii) all accrued, but unpaid, vacation through the expiration of the Termtermination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five ten (510) business days of the expiration of the Term; (iv) all any earned and accrued, but unpaid Bonusesbonus relating to the year prior to the termination date; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the above amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the TermExecutive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment payments shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid made in equal installments over a period of thirty-six twelve (3612) months from such the date of termination, in accordance with the Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth in Section 7.6(i) and the release required thereby has become irrevocable within sixty (60) days following the date of termination; provided, further, that if such sixty (60) day period spans two calendar years, and any amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the first of such payments shall not commence before the first regular payroll payment date in the latter of the two calendar years. The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and such first payroll payment date had they been payable on the applicable payroll date. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, if the Executive’s employment is terminated in accordance with this Section 7.5, the Executive shall be entitled to vest in a prorated portion of his outstanding unvested equity-based awards in the same manner and to the same extent (and at the same times) as if his employment had terminated due to death or Disability pursuant to Section 7.3. Except as set forth in this Section 7.5, Section 10.2(e), and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the expiration of the Term; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the expiration of the Term; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-post- termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In If the event that Executive’s employment is terminated due to the Company elects Company’s election not to extend the Term of this Agreement pursuant to Section 4 hereofhereof and the Executive is willing and able, at the time of such non-renewal, to continue providing services on the terms and conditions set forth herein, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary, through the termination date; (ii) all accrued, but unpaid, vacation through the expiration of the Termtermination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five ten (510) business days of the expiration of the Term; (iv) all any earned and accrued, but unpaid Bonusesbonus relating to the year prior to the termination date; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the above amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the TermExecutive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment payments shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid made in equal installments over a period of thirty-six twelve (3612) months from such the date of termination, in accordance with the Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth in Section 7.6(i) and the release required thereby has become irrevocable within sixty (60) days following the date of termination; provided, further, that if such sixty (60) day period spans two calendar years, and any amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the first of such payments shall not commence before the first regular payroll payment date in the latter of the two calendar years. The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and such first payroll payment date had they been payable on the applicable payroll date. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the termination of the Executive’s employment in accordance with this Section 7.5, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof; provided, however, that to the extent an award (other than an option or stock appreciation right) is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, such award shall not vest as a result of the termination of the Executive’s employment and shall, instead, remain outstanding after such non-renewal and shall be subject to the terms and conditions of the applicable award agreement and plan document (other than conditions related to continued employment). For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.5, Section 10.2(e), and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the expiration of the Term; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the expiration of the Term and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-post- termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units.

Termination upon Non-Renewal by the Company. In the event that the Company elects not to extend the Term of this Agreement pursuant to Section 4 hereof, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the expiration of the Term, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the expiration of the Term, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five ten (510) business days of the expiration of the Term; (iv) all earned and accrued, accrued but unpaid Bonusesbonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.5 shall be made by the Company within thirty (30) days of the expiration of the Term, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one times (1x) the sum of the Executive’s (A) then current Base Salary, and (B) average Bonus for the two (2) annual Bonus periods completed prior to the expiration of the Term; provided, however, that the amount payable at that time will be the amount of the separation payment as so determined, reduced dollar-for-dollar by all salary and Bonus payments made to the Executive for services as an employee of the Company after the non-renewal of the Agreement. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth thirtieth (60th30th) day following the expiration of the Term and will be paid over a period of thirty-six twelve (3612) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.5, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s non-renewal of the Agreement pursuant to Section 4 hereof, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units) granted pursuant to the Incentive Plan, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.5, shall occur upon vesting pursuant to this Section 7.5, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.5, Section 10.2(e), and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.