Common use of Certain Events of Termination Clause in Contracts

Certain Events of Termination. (a) In the event that Executive’s employment is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) during the Employment Term, but not including termination by reason of death or disability, Executive shall be entitled to the following benefits: (i) The Company shall pay Executive during the Severance Period (as defined below) an amount equal to Executive’s Base Salary and Target Bonus in effect as of the date of termination, payable in accordance with the Company’s standard payroll practices; (ii) Executive shall be provided with continued coverage under the Company’s health, life, dental and other insurance programs for the Severance Period (which may be provided by the Company paying for Executive’s continued coverage under COBRA at the same cost to Executive as before his termination of employment or payment of an amount sufficient to purchase comparable benefits) until the earlier of (A) the end of the Severance Period or (B) the date Executive becomes eligible for group health coverage with another employer with similar standards of benefits excluding Execucare benefits; (iii) Executive shall be credited immediately with vesting equal to the length of the Severance Period for each outstanding stock option and other equity compensation award (for example, any restricted stock grant, stock appreciation right, or phantom stock) held by Executive on the date of termination; provided that (A) receipt of the foregoing shall be subject to (x) Executive signing and not revoking a release of claims in the form attached hereto and (y) Executive’s continued compliance with the covenants set forth in Section 4.01 hereof and in the Proprietary Agreement (as defined below) and (B) if Executive’s employment terminates during a Change of Control Period (as defined in the Change of Control Agreement), Executive’s benefits, if any, shall be determined under the terms of the Change of Control Agreement instead of under this Agreement.

Certain Events of Termination. (a) In the event that Executive’s employment during the Employment Term either (i) Executive is terminated by the Company without Cause (as defined below) or by (ii) Executive for resigns within six months after a Change of Control with Good Reason (as defined below) during the Employment Term, but not including termination by reason of death or disabilityReason, Executive shall be entitled to the following benefits: (i) The Company shall pay Executive during the Severance Period (as defined below) an amount equal to Executive12 months of his base salary then in effect, which shall be payable at the Company’s Base Salary and Target Bonus in effect as of option either over 12 months following the date of termination, payable termination in accordance with the Company’s standard payroll practices;practices or in a lump sum; and (ii) Executive shall be provided with continued coverage health benefits under the Company’s health, life, dental and other insurance programs for the Severance Period health plan (which may be provided by or the Company paying shall pay for Executive’s continued coverage under COBRA at the same cost to Executive as before his termination of employment or payment of an amount sufficient to purchase comparable benefitsemployment) until the earlier of (A) 12 months following the end date of the Severance Period termination or (B) the date Executive becomes eligible for group health coverage with another employer with similar standards of benefits excluding Execucare benefits;employer; and (iii) Executive shall be credited immediately with vesting equal The portion of any options to purchase stock in the length of the Severance Period for each outstanding stock option and other equity compensation award (for example, any restricted stock grant, stock appreciation right, or phantom stock) Company held by Executive under the Company’s employee stock option plan which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination; provided that (A) receipt of the foregoing shall be subject to (x) Executive signing and not revoking a release of claims in a form reasonably acceptable to the form attached hereto Company and (y) Executive’s continued compliance with the covenants set forth in Section 4.01 hereof and in the Proprietary Confidentiality Agreement (as defined in Section 4.01 below). (b) and (B) if Executive’s employment terminates during a Change of Control Period (as defined in the Change of Control Agreement), Executive’s benefits, if any, The foregoing benefits shall be determined in lieu of any severance benefits under any plans, programs, policies or practices and shall be reduced by any amounts due, or notice period required, under the terms of the Change of Control Agreement instead of under this AgreementWARN Act or other applicable law.

Certain Events of Termination. (a) In the event that Executive’s employment is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) during the Employment Term, but not including termination by reason of death or disability, Executive shall be entitled to the following benefits: (i) The Company shall pay Executive during the Severance Period (as defined below) an amount equal to Executive’s Base Salary and Target Bonus in effect as of the date of termination, payable in accordance with the Company’s standard payroll practicespractices or, at the Company’s option, in a lump sum; (ii) Executive shall be provided with continued coverage under the Company’s health, life, dental and other insurance programs for the Severance Period (which may be provided by the Company paying for Executive’s continued coverage under COBRA at the same cost to Executive as before his termination of employment or payment of an amount sufficient to purchase comparable benefits) until the earlier of (A) the end of the Severance Period or (B) the date Executive becomes eligible for group health coverage with another employer with similar standards of benefits excluding Execucare benefits; (iii) Executive shall be credited immediately with 12 months of vesting equal to the length of the Severance Period for under each outstanding stock option and other equity compensation award (for example, any restricted stock grant, stock appreciation right, or phantom stock) held by Executive on the date of termination; provided that (A) receipt of the foregoing shall be subject to (x) Executive signing and not revoking a release of claims in a form reasonably acceptable to the form attached hereto Company and (y) Executive’s continued compliance with the covenants set forth in Section 4.01 hereof and in the Proprietary Agreement (as defined below) and (B) if Executive’s employment terminates during a Change of Control Period (as defined in the Change of Control Agreement), Executive’s benefits, if any, shall be determined under the terms of the Change of Control Agreement instead of under this Agreement.

Certain Events of Termination. (a) In the event that Executive’s employment during the Employment Term either (i) Executive is terminated by the Company without Cause (as defined below) or by (ii) Executive for resigns within 12 months after a Change of Control with Good Reason (as defined below) during the Employment Term, but not including termination by reason of death or disabilityReason, Executive shall be entitled to the following benefits: (i) The Company shall pay Executive during the Severance Period (as defined below) an amount equal to Executive12 months of his base salary then in effect, which shall be payable at the Company’s Base Salary and Target Bonus in effect as of option either over 12 months following the date of termination, payable termination in accordance with the Company’s standard payroll practices;practices or in a lump sum; and (ii) Executive shall be provided with continued coverage health benefits under the Company’s health, life, dental and other insurance programs for the Severance Period health plan (which may be provided by or the Company paying shall pay for Executive’s continued coverage under COBRA at the same cost to Executive as before his termination of employment or payment of an amount sufficient to purchase comparable benefitsemployment) until the earlier of (A) 12 months following the end date of the Severance Period termination or (B) the date Executive becomes eligible for group health coverage with another employer with similar standards of benefits excluding Execucare benefits;employer; and (iii) Executive shall be credited immediately with vesting equal The portion of any options to purchase stock in the length of the Severance Period for each outstanding stock option and other equity compensation award (for example, any restricted stock grant, stock appreciation right, or phantom stock) Company held by Executive under the Company’s employee stock option plan which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination; provided that (A) receipt of the foregoing shall be subject to (x) Executive signing and not revoking a release of claims in a form reasonably acceptable to the form attached hereto Company and (y) Executive’s continued compliance with the covenants set forth in Section 4.01 hereof and in the Proprietary Confidentiality Agreement (as defined in Section 4.01 below). (b) and (B) if Executive’s employment terminates during a Change of Control Period (as defined in the Change of Control Agreement), Executive’s benefits, if any, The foregoing benefits shall be determined in lieu of any severance benefits under any plans, programs, policies or practices and shall be reduced by any amounts due, or notice period required, under the terms of the Change of Control Agreement instead of under this AgreementWARN Act or other applicable law.