Common use of Compensation Upon Certain Terminations by the Company Clause in Contracts

Compensation Upon Certain Terminations by the Company. (a) If the Executive's employment is terminated by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company's sole obligations hereunder shall be as follows: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) The Company shall continue to pay the Executive the Base Salary for a period of eighteen (18) months following the Termination Date; (2) The Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date; and (3) Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

Compensation Upon Certain Terminations by the Company. (a) If the Executive's employment is terminated (i) by the Company other than for deathCause, death or Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereofii) or by the Executive for Good Reason, the Company's sole obligations hereunder shall be as follows: (i) The the Company shall pay the Executive the Accrued CompensationCompensation (defined below); (ii) Subject subject to Section 9(f2(f) and the Executive's continued compliance with Section 10 the obligations in Sections 3 hereof: (1) The Company shall continue to pay the Executive the Base Salary Executive's base salary in effect on the Termination Date for a period of eighteen months (18) months following the Termination Date; (2) The Company shall pay the Executive any cash incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date; and (3) Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents beneficiaries medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(32(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

Compensation Upon Certain Terminations by the Company. (a) If the Executive's ’s employment is terminated (i) by the Company other than for deathCause, death or Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereofii) or by the Executive for Good Reason, the Company's ’s sole obligations hereunder shall be as follows: (i) The the Company shall pay the Executive the Accrued CompensationCompensation (defined below); (ii) Subject subject to Section 9(f2(f) and the Executive's ’s continued compliance with Section 10 the obligations in Sections 3 hereof: (1) The Company shall pay the Executive any short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives, paid on the date on which the bonus for such period is paid to executives generally; (2) The Company shall continue to pay the Executive the Base Salary for a period of eighteen (18) months following Executive’s base salary in effect on the Termination Date; (2) The Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company Date for a period of one (1) year after following the Termination Date; and (3) Subject to the Executive's ’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen one (181) months year following the Termination Date, the Company shall, at its expense, provide to shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage for the Executive’s and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date’s beneficiaries, less applicable taxes on such reimbursement; provided, however, that the Company's ’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive's ’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's ’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(32(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

Compensation Upon Certain Terminations by the Company. (a) If the Executive's ’s employment is terminated (i) by the Company other than for deathCause, death or Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereofii) or by the Executive for Good Reason, the Company's ’s sole obligations hereunder shall be as follows: (i) The the Company shall pay the Executive the Accrued CompensationCompensation (defined below); (ii) Subject subject to Section 9(f2(f) and the Executive's ’s continued compliance with Section 10 the obligations in Sections 3 hereof: (1) The Company shall continue to pay the Executive the Base Salary Executive’s base salary in effect on the Termination Date for a period of eighteen months (18) months following the Termination Date; (2) The Company shall pay the Executive any cash incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date; and (3) Subject to the Executive's ’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage for the Executive’s and the Executive's dependents ’s beneficiaries’ medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date, less applicable taxes on such reimbursement; provided, however, that the Company's ’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive's ’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's ’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(32(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

Compensation Upon Certain Terminations by the Company. (a) If the Executive's ’s employment is terminated (i) by the Company other than for deathCause, death or Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereofii) or by the Executive for Good Reason, the Company's ’s sole obligations hereunder shall be as follows: (i) The the Company shall pay the Executive the Accrued CompensationCompensation (defined below); (ii) Subject subject to Section 9(f2(f) and the Executive's ’s continued compliance with Section 10 the obligations in Sections 3 hereof: (1) The Company shall continue to pay the Executive the Base Salary Executive’s base salary in effect on the Termination Date for a period of eighteen months (18) months following the Termination Date; (2) The Company shall pay the Executive any cash incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date; and (3) Subject to the Executive's ’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to shall reimburse the Executive and for 100% of the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Datemonthly premium costs of COBRA coverage, less applicable taxes on such reimbursement; provided, however, that the Company's ’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive's ’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's ’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(32(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents medical and dental benefits similar in the aggregate to those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

Compensation Upon Certain Terminations by the Company. (a) If the Executive's employment is terminated by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company's sole obligations hereunder shall be as follows: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) The Company shall continue to pay the Executive the Base Salary for a period of eighteen (18) months following the Termination Date; (2) The Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date; and (3) Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents beneficiaries medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (b) If during the term of the Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company's Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (c) If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan. (d) This Section 9(d) shall apply if there is a termination of the Executive's employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company's written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive's estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive's continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to one and one-half (1.5) times the Executive's target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive's timely election of continuation coverage under the COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive's dependents beneficiaries medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (4) Immediate accelerated vesting of all outstanding equity-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).