Common use of Compensation After Termination Clause in Contracts

Compensation After Termination. (a) If Executive is terminated by the Company for Cause or resigns, then the Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and after the date of said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (b) If Executive is terminated by the Company without Cause, Executive shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 month period, payable in accordance with the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. (ai) If the Employment Period is terminated pursuant to Executive's resignation without Good Reason, death or Disability, Executive shall only be entitled to receive her Base Salary through the date of termination and her earned but unpaid Bonus for the previous calendar year and shall not be entitled to any other salary, bonus, compensation or benefits from the Company or its Subsidiaries, except as may be required by applicable law. (ii) If the Employment Period is terminated by the Company for Cause, Executive shall only be entitled to her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Company or its Subsidiaries, except as may be required by applicable law. In addition, in such event, Executive shall automatically forfeit any rights to any unvested equity owned by Executive in the Company or any Subsidiary. (iii) If the Employment Period is terminated by the Company without Cause or resignsby Executive for Good Reason, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive in addition to 4(g)(i) above as severance compensation the following (collectively, "Severance Pay"): (A) an amount equal to twelve (12) months of Executive's then-current annual Base Salary, payable in regular installments beginning within 30 days following the Termination Date in accordance with the Company's general payroll practices for salaried employees; (B) continuation of the welfare benefits described in Section 3(b) for twelve (12) months to the extent permissible under the terms of the relevant benefit plans at the same cost to Executive as if Executive were an active employee of the Company or an equivalent COBRA payments if such continuation is not permissible; (C) the Bonus for the current calendar year payable to Executive within 2 and 1/2 months after the end of the applicable year(to the extent not previously paid), paid in a lump sum at the time that bonuses are regularly paid to employees; (D) with respect to the portion of each restricted stock award held by Executive as of date on which the Employment Period is terminated that is subject to time-based vesting (the "Time-Based RSA''), accelerated vesting of the Time-Based RSA to the vesting event next following the date on which the Employment Period is terminated; and (E) with respect to the portion of each performance stock unit award held by the Executive as of the date on which the Employment Period is terminated that has been converted into "earned shares" (the "Earned PSUs"), accelerated vesting of the Earned PSUs to the vesting event next following the date on which the Employment Period is terminated. For purposes of this Section 4(giii), "Bonus" shall mean an amount equal to Executive's then­ current annual Base Salary, multiplied by the percentage contained in Section 3(d) hereof. For the avoidance of doubt, the unvested portion of any restricted stock awards and performance share unit awards held by Executive as of the date on which the Employment Period ends (after giving effect to the acceleration provisions set forth in subsections (D) and (E) herein and the terms and conditions of the applicable award agreements and the Surgery Partners, Inc. 2015 Omnibus Incentive Plan (as amended from time to time) shall be forfeited and of no further force and effect. Further, for purposes of clarity, the acceleration of vesting stated in subsections (D) and (E) control despite any language to the contrary in the Plan and applicable award agreements. (iv) If, within 90 days before or within 12 months following a Change in Control, either (A) the Company terminates the employment of Executive hereunder without Cause under Section 4(a) above, or (B) Executive terminates her employment for Good Reason under Section 4(b) above, then, in lieu of any other compensation that may be specified in this Agreement, the Company will pay Executive (A) an amount equal to twelve (12) months of Executive's then­ current annual Base Salary, payable in a lump sum no later than 60-days after the Termination Date; (B) continuation of the welfare benefits described in Section 3(b) for twelve (12) months to the extent permissible under the terms of the relevant benefit plans at the same cost to Executive as if Executive were an active employee of the Company or an equivalent COBRA payments if such continuation is not permissible; (C) the Bonus for the current calendar year payable to Executive within 2 and 1/2 months after the end of the applicable year(to the extent not previously paid), paid in a lump sum at the time that bonuses are regularly paid to employees ("Change in Control Severance Pay") as well as comply with the obligations set out in the Plan and applicable award agreements If any payment obligation under this Section 4(g) arises, no compensation received from other employment (or otherwise) will reduce the Company's obligation to make the payment(s) described in this Section 4 (g). (v) Notwithstanding Sections 4(g)(iii) or (iv), Executive's right to receive Severance Pay or Change in Control Severance Pay hereunder is conditioned upon: (A) Executive executing, and not revoking, a written and mutually acceptable separation agreement and general release of all claims against the Company, its Subsidiaries and Affiliates and their respective managers, directors, officers, shareholders, members, representatives, agents, attorneys, predecessors, successors and assigns (other than a claim for the severance payments described in Section 4(g)(iii) or (iv) and Executive's rights to future distributions and payments related to the continued ownership of any equity securities in the Company that Executive will continue to own after such termination), in form and substance acceptable to the Company, which shall among other things, contain a general release by Executive of all claims, but not Executive's rights to vested benefits and equity, rights to indemnification and defense, arising out of her employment and termination of employment by the Company (a "Release Agreement'') within 30 days of Executive's Termination Date; and (B) Executive's material compliance with all of her obligations which survive termination of this Agreement. However, under no circumstances will Executive be required to be bound to additional restrictive covenant obligations. The Severance Pay is intended to be in lieu of all other payments to which Executive might otherwise be entitled by the Company in respect of her termination without Cause or resignation with Good Reason. If the Executive executes the Release Agreement stated herein, the Company and its Subsidiaries and Affiliates shall have no further obligations hereunder or otherwise with respect to Executive’s 's employment hereunder from and after the date of said termination of employment with the Company (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination"Termination Date"), and the Company and its Subsidiaries and Affiliates shall continue to have all other rights available hereunder (including, including without limitation, all rights under the Restrictive Covenants hereunder at law or in equity).. The Release Agreement will be provided to Executive no later than her Termination Date, (bvi) If Executive is terminated by the Company without CauseExcept as otherwise expressly provided herein, Executive shall be entitled all of Executive's rights to receive as severance pay an amount equal to the Base Salary that would salary, bonuses, benefits and other compensation hereunder which might otherwise have been accrue or become payable if Executive continued his employment hereunder, for a 6 month period, payable in accordance with the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination dateof the Employment Period shall cease upon such termination, and the Company shall continue other than those expressly required under applicable law (such as COBRA). All amounts payable to have all other rights available Executive as severance hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled subject to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with all required withholdings by the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. (ai) If the Employment Period has commenced and is terminated pursuant to Executive’s resignation without Good Reason, death or Incapacity, Executive shall only be entitled to receive his Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from Parent, Symbion, or their Subsidiaries, except as may be required by applicable law. (ii) If the Employment Period has commenced and is terminated by the Company for Cause or resignsCause, then the Company Executive shall have no further obligations hereunder or otherwise with respect only be entitled to Executive’s employment hereunder from and after the date of said termination (except payment of the his Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination)termination and shall not be entitled to any other salary, and bonus, compensation or benefits from the Company Company, Parent or their Subsidiaries, except as may be required by applicable law. In addition, in such event, Executive shall continue automatically forfeit any rights to have all other rights available hereunder (includingany unvested equity owned by Executive in Parent, without limitation, all rights under the Restrictive Covenants at law Symbion or in equity)any Subsidiary. (biii) If Executive the Employment Period has commenced and is terminated by the Company without CauseCause or by Executive for Good Reason or this Agreement is not renewed by the Company or allowed to expire by the Company, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance pay compensation the following (collectively, “Severance Pay”): (A) an amount equal to the sum of Executive’s then-current annual Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 month periodSalary, payable in regular installments beginning within 30 days following the Termination Date in accordance with the Company’s general payroll policies, reduced by practices for salaried employees; (B) continuation of the amount welfare benefits described in Section 3(b) for 12 months (the “Severance Period”) to the extent permissible under the terms of compensation earned by Executive the relevant benefit plans at other employment. The Company shall have no other obligations hereunder or otherwise with respect cost to Executive’s employment from ; and (C) the Bonus payable to Executive within 2 and 1/2 months after the termination dateend of the applicable year. For purposes of this Section 4(g), and the Company “Bonus” shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay mean an amount equal to Executive’s then-current annual Base Salary, multiplied by the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described percentage contained in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.13(d) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity)hereof.

Compensation After Termination. (ai) If the Employment Period has commenced and is terminated pursuant to Executive’s resignation without Good Reason, death or Incapacity, Executive shall only be entitled to receive her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from Parent, Symbion, or their Subsidiaries, except as may be required by applicable law. (ii) If the Employment Period has commenced and is terminated by the Company for Cause or resignsCause, then the Company Executive shall have no further obligations hereunder or otherwise with respect only be entitled to Executive’s employment hereunder from and after the date of said termination (except payment of the her Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination)termination and shall not be entitled to any other salary, and bonus, compensation or benefits from the Company Company, Parent or their Subsidiaries, except as may be required by applicable law. In addition, in such event, Executive shall continue automatically forfeit any rights to have all other rights available hereunder (includingany unvested equity owned by Executive in Parent, without limitation, all rights under the Restrictive Covenants at law Symbion or in equity)any Subsidiary. (biii) If Executive the Employment Period has commenced and is terminated by the Company without CauseCause or by Executive for Good Reason or this Agreement is not renewed by the Company or allowed to expire by the Company, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance pay compensation the following (collectively, “Severance Pay”): (A) an amount equal to the sum of Executive’s then-current annual Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 month periodSalary, payable in regular installments beginning within 30 days following the Termination Date in accordance with the Company’s general payroll policies, reduced by practices for salaried employees; (B) continuation of the amount welfare benefits described in Section 3(b) for 12 months (the “Severance Period”) to the extent permissible under the terms of compensation earned by Executive the relevant benefit plans at other employment. The Company shall have no other obligations hereunder or otherwise with respect cost to Executive’s employment from ; and (C) the Bonus payable to Executive within 2 and 1/2 months after the termination dateend of the applicable year. For purposes of this Section 4(g), and the Company “Bonus” shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay mean an amount equal to Executive’s then-current annual Base Salary, multiplied by the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described percentage contained in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.13(d) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity)hereof.

Compensation After Termination. (a) If Executive is terminated by the Company for Cause or resigns, then the Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and after the date of said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (b) If Executive is terminated by the Company without Cause, Executive shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 6-month period, payable in accordance with the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. (a) If Executive is terminated by the Company for Cause or resigns, then the Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and after the date of said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (b) If Executive is terminated by the Company without Cause, Executive shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 4-month period. Such severance pay will be paid in a lump sum payment within 30 days after termination of employment with Company. In addition, payable in accordance with health and life insurance benefits of the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employmentwill continue for 1 year period. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, of or in the conduct of, of his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. (a) If Executive Executive’s employment is terminated by the Company for Cause or resigns, then the Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and after the date of said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (b) If Executive Executive’s employment is terminated by the Company without Cause, Executive shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 month period, payable in accordance with the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive Executive’s employment is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. (ai) If the Employment Period has commenced and is terminated pursuant to Executive's resignation without Good Reason, death or Incapacity, Executive shall only be entitled to receive his Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Company, Parent or their Subsidiaries, except as may be required by applicable law. (ii) If the Employment Period has commenced and is terminated by the Company for Cause or resignsCause, then the Company Executive shall have no further obligations hereunder or otherwise with respect only be entitled to Executive’s employment hereunder from and after the date of said termination (except payment of the his Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination)termination and shall not be entitled to any other salary, and bonus, compensation or benefits from the Company Company, Parent or their Subsidiaries, except as may be required by applicable law. In addition, in such event, Executive shall continue automatically forfeit any rights to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or any unvested Units owned by Executive in equity)Parent. (biii) If Executive the Employment Period has commenced and is terminated (1) by the Company without Cause, (2) by Executive for Good Reason or (3) this Agreement is not renewed by the Company or allowed to expire by the Company, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance pay compensation the following (collectively, "Severance Pay"): (A) an amount equal to the sum of Executive's then-current annual Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 month periodSalary, payable in regular installments beginning within 30 days following the Termination Date in accordance with the Company’s 's general payroll policies, reduced by practices for salaried employees; (B) continuation of the amount welfare benefits described in Section 3(b) for twelve (12) months (the "Severance Period") to the extent permissible under the terms of compensation earned by the relevant benefit plans at no cost to Executive at other employment. The Company shall have no other obligations hereunder or otherwise with respect and (C) the Bonus payable to Executive’s employment from the Executive within 2 and 1/2 months after the termination dateend of the applicable year. For purposes of this Section 4(g), and the Company "Bonus" shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay mean an amount equal to the Executive's then-current annual Base Salary that would otherwise have been payable if Executive continued his employment hereunder for Salary, multiplied by the period that otherwise would be remaining in the Term (without any further adjustment as described percentage contained in Section 2.1), payable in accordance with the Company’s payroll policies. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.13(d) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity)hereof.

Compensation After Termination. (a) If Executive is terminated by the Company for Cause or resigns, then the Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and after the date of said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (b) If Executive is terminated by the Company without Cause, Executive shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a 6 six (6) month period, payable in accordance with the Company’s payroll policies, reduced by the amount of compensation earned by Executive at other employment, provided, Executive signs a general release agreement in a form to be provided by the Company. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is terminated due to Permanent Disability or death, Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any further adjustment as described in Section 2.1), payable in accordance with the Company’s payroll policies, provided, Executive or his estate signs a general release agreement in a form to be provided by the Company. Notwithstanding the foregoing, in the event Executive is Permanently Disabled or dies as a result of, or in the conduct of, his employment activities hereunder, then Executive or Executive’s estate, as the case may be, shall be entitled to receive severance pay in an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for a period of not less than eighteen (18) months, payable in accordance with the Company’s payroll policies, provided, Executive or his estate signs a general release agreement in a form to be provided by the Company. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).