Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to:
Payments and Benefits. If an Event occurs during the Term of this Agreement, then the Executive shall be entitled to receive from the Company or its successor (which includes any person acquiring all or substantially all of the assets of the Company) a cash payment and other benefits on the following basis (unless the Executive's employment by the Company is terminated voluntarily or involuntarily before the occurrence of the earliest Event to occur (the "First Event"), in which case the Executive shall be entitled to no payment or benefits under this Section 3):
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 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. 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 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. If a Covered Termination occurs, the Executive shall be entitled to the following payments and benefits, conditioned upon the Executive signing an Agreement and Release:
Payments and Benefits. If the Executive’s Termination Date occurs as the result of a Covered Termination, the Executive shall be entitled to the following payments and benefits:
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):
Payments and Benefits. Separation pay upon a Change in Control Termination shall be paid in accordance with this Section III provided that such termination constitutes a "separation from service" as defined under Section 409A ("Separation from Service"). If a Change of Control Termination does not constitute a Separation from Service, separation pay shall be paid at such later time that a Separation from Service occurs. Upon a Separation from Service occurring upon or after a Change of Control Termination, 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, including without limitation, any amounts that were paid upon termination of employment prior to the Change of Control:
