Benefits Upon Certain Terminations. 8.1. Termination without Cause, for Good Reason or upon Consultant’s Death or Disability. Upon a termination of the Consulting Period: (i) by the Company without Cause (including any lawful termination by the Company due to Consultant’s disability); (ii) by Consultant for Good Reason; or (iii) by reason of Consultant’s death, Consultant, or Consultant’s estate as the case may be, shall be entitled to all payments and/or benefits to which the Consultant otherwise would be have entitled to pursuant to this Agreement had such events not have occurred, except that at the election of Consultant, Consultant may require a cash payment in lieu of in-kind benefits with such cash value to be determined by a third-party appraiser retained by Consultant at the expense of the Company. 8.2. Termination for Cause By Company or A Voluntary Resignation By Consultant Without Good Reason. Upon the termination of the Consulting Period for Cause or a Voluntary Resignation by Consultant without Good Reason: (i) the Consultant shall repay to the Company such percentage of the Consulting Fee, if any, representing any excess Consulting Fee paid to Consultant by the Company (determined by calculating the percentage of the five year Consulting Period completed as of the date of such termination as compared to the percentage of the five years of Consulting Fee paid to Consultant as of such date); (ii) the right to an office and assistant and to private air travel shall terminate at the time of such termination; and (iii) health benefits will be governed by COBRA to the extent permitted by law. The Company will promptly pay to Consultant any incurred but unpaid or unreimbursed Expenses. 8.3.
Benefits Upon Certain Terminations. If, (i) within twenty-four (24) months following the Effective Date, Executive (x) is terminated by the Company for any reason other than Misconduct or Disability or (y) terminates employment with the Company for Good Reason or (ii) subject to Section 2.3 hereof, the Effective Date occurs and Executive has been terminated by the Company for any reason other than Misconduct or Disability prior to the Effective Date and Executive can reasonably demonstrate that the termination was at the request of a third party who was taking steps reasonably calculated to effect the Transaction (or such termination otherwise occurs in contemplation of the consummation of the Transaction), then Executive shall receive, in accordance with Section 4.1 below, the following benefits:
Benefits Upon Certain Terminations
