Common use of Compensation and Benefits Upon a Non-Change in Control Involuntary Termination Clause in Contracts

Compensation and Benefits Upon a Non-Change in Control Involuntary Termination. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date: i. One and one-half (1.5) times Base Pay. Unless a different payment stream is required pursuant to Section 10(c) of this Agreement, such Base Pay shall be paid in cash to the Executive in equal installments over the Severance Period consistent with the Company’s normal payroll practices, starting as of the first pay period following the expiration of the Revocation Period defined in Section 5. ii. During the Severance Period, provided the Executive (i) timely signed and did not revoke the Release, (ii) timely elects COBRA coverage, (iii) timely remits payment, and (iv) remains eligible for COBRA continuation coverage under the Company’s group health plan, the Executive shall only be required to pay active employee rates, as in effect from time-to-time. In the event a tax issue arises with respect to the payment of premiums at active employee rates during the Severance Period, the Executive will be required to pay the full COBRA premium rate, as in effect from time-to-time. In such event, and only during the Severance Period, the Company will reimburse the Executive, on an after-tax basis, for each payment amount that the Executive pays that is greater than the then-in-effect active employee rate under the Company’s group health plan. Following the end of the Severance Period, the Executive will be required to pay the full COBRA rate with no reimbursement for the duration of the COBRA continuation period. Any reimbursement will be made at the same time and in the same form as set forth in 2(b)(i) above. iii. All Equity Compensation that is not vested on the Termination Date shall terminate or shall be forfeited to the Company by the Executive, effective as of the Termination Date, except as may be determined otherwise pursuant to the written terms of such Equity Compensation plan or grant agreement (it being the intent that the Executive shall be able to exercise vested options in accord with their respective option agreements).

Compensation and Benefits Upon a Non-Change in Control Involuntary Termination. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his or her Termination Date: i. One and one-half (1.51) times Base Pay. Unless a different payment stream is required pursuant to Section 10(c) of this Agreement, such Base Pay shall be paid in cash to the Executive in equal installments over the Severance Period consistent with the Company’s normal payroll practices, starting as of the first pay period following the expiration of the Revocation Period defined in Section 5. ii. During the Severance Period, provided the Executive (i) timely signed and did not revoke the Release, (ii) timely elects COBRA coverage, (iii) timely remits payment, and (iv) remains eligible for COBRA continuation coverage under the Company’s group health plan, the Executive shall only be required to pay active employee rates, as in effect from time-to-time. In the event a tax issue arises with respect to the payment of premiums at active employee rates during the Severance Period, the Executive will be required to pay the full COBRA premium rate, as in effect from time-to-time. In such event, and only during the Severance Period, the Company will reimburse the Executive, on an after-tax basis, for each payment amount that the Executive pays that is greater than the then-in-effect active employee rate under the Company’s group health plan. Following the end of the Severance Period, the Executive will be required to pay the full COBRA rate with no reimbursement for the duration of the COBRA continuation period. Any reimbursement will be made at the same time and in the same form as set forth in 2(b)(i) above. iii. All Equity Compensation that is not vested on the Termination Date shall terminate or shall be forfeited to the Company by the Executive, effective as of the Termination Date, except as may be determined otherwise pursuant to the written terms of such Equity Compensation plan or grant agreement (it being the intent that the Executive shall be able to exercise vested options in accord with their respective option agreements).

Compensation and Benefits Upon a Non-Change in Control Involuntary Termination. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date: i. One and one-half (1.5) times Base Pay. Unless a different payment stream is required pursuant to Section 10(c) of this Agreement, such Base Pay shall be paid in cash to the Executive in equal installments over the Severance Period consistent with the Company’s normal payroll practices, starting as of the first pay period following the expiration of the Revocation Period defined in Section 5Termination Date. ii. During the Severance Period, provided the Executive (i) timely signed and did not revoke the Release, (ii) timely elects COBRA coverage, (iii) timely remits payment, and (iv) remains eligible for for) COBRA continuation coverage under the Company’s group health plan, the Executive shall only be required to pay active employee rates, as in effect from time-to-time to time. In At the event a tax issue arises with respect to the payment of premiums at active employee rates during the Severance Period, the Executive will be required to pay the full COBRA premium rate, as in effect from time-to-time. In such event, and only during the Severance Period, the Company will reimburse the Executive, on an after-tax basis, for each payment amount that the Executive pays that is greater than the then-in-effect active employee rate under the Company’s group health plan. Following the end conclusion of the Severance Period, the Executive will shall be required eligible to pay the full COBRA rate with no reimbursement continue his/her coverage, pursuant to COBRA, and shall be responsible for the duration entire COBRA premium for the remainder of the applicable COBRA continuation period. Any reimbursement will be made at the same time and in the same form as set forth in 2(b)(i) above. iii. The Executive shall receive any other amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum no later than sixty (60) days following the Termination Date, and any other benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. iv. All Equity Compensation that is not vested on the Termination Date shall terminate or shall be forfeited to the Company by the Executive, effective as of the Termination Date, except as may be determined otherwise pursuant to the written terms of such Equity Compensation plan or grant agreement (it being the intent that the Executive shall be able to exercise vested options in accord with their respective option agreements).

Compensation and Benefits Upon a Non-Change in Control Involuntary Termination. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date: i. One and one-half x. Xxx (1.51) times Base Pay. Unless a different payment stream is required pursuant to Section 10(c) of this Agreement, such Base Pay shall be paid in cash to the Executive in equal installments over the Severance Period consistent with the Company’s normal payroll practices, starting as of the first pay period following the expiration of the Revocation Period defined in Section 5Termination Date. ii. During the Severance Period, provided the Executive (i) timely signed and did not revoke the Release, (ii) timely elects COBRA coverage, (iii) timely remits payment, and (iv) remains eligible for for) COBRA continuation coverage under the Company’s group health plan, the Executive shall only be required to pay active employee rates, as in effect from time-to-time to time. In At the event a tax issue arises with respect to the payment of premiums at active employee rates during the Severance Period, the Executive will be required to pay the full COBRA premium rate, as in effect from time-to-time. In such event, and only during the Severance Period, the Company will reimburse the Executive, on an after-tax basis, for each payment amount that the Executive pays that is greater than the then-in-effect active employee rate under the Company’s group health plan. Following the end conclusion of the Severance Period, the Executive will shall be required eligible to pay the full COBRA rate with no reimbursement continue his/her coverage, pursuant to COBRA, and shall be responsible for the duration entire COBRA premium for the remainder of the applicable COBRA continuation period. Any reimbursement will be made at the same time and in the same form as set forth in 2(b)(i) above. iii. The Executive shall receive any other amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum no later than sixty (60) days following the Termination Date, and any other benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. iv. All Equity Compensation that is not vested on the Termination Date shall terminate or shall be forfeited to the Company by the Executive, effective as of the Termination Date, except as may be determined otherwise pursuant to the written terms of such Equity Compensation plan or grant agreement (it being the intent that the Executive shall be able to exercise vested options in accord with their respective option agreements).