Consequences for Compensation and Benefits. (a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay or provide, as the case may be, (i) any Base Salary earned but unpaid to the Executive through the Termination Date, (ii) all benefits accrued and owing to the Executive through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the benefits were accrued, and (iii) any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within thirty (30) days following the Termination Date. (b) If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (i) all unvested Option Shares held by the Executive pursuant to the Option shall immediately vest and become immediately exercisable for the period set forth in the Option Agreement and the Equity Incentive Plan, (ii) if the Executive elects coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or under similar applicable health care continuation coverage laws of a State (“COBRA”), the Company shall reimburse the Executive for that portion of the cost of the continuation coverage that the Company pays for similarly situated active employees of the Company, for Executive and Executive’s covered dependents (but not for any spouse or dependent who separately elects COBRA coverage as a “qualified beneficiary,” as defined in Code Section 4980B(g)(1)), for a period ending upon the earlier of twelve (12) months after the Termination Date or the date the Executive’s COBRA coverage ceases (the “Health Severance”), provided, however, that the Health Severance shall be payable only to the extent that it would not result in a tax or penalty to the Company under the Patient Protection and Affordable Care Act of 2010, as amended, and regulations thereunder (“ACA”), and further provided that the Company may elect, in its sole discretion, to report the Health Severance as taxable income to the Executive in order to satisfy the requirements of Section 105(h) of the Code or Section 2716 (Prohibition on Discrimination in Favor of Highly Compensated Individuals) of the Public Health Service Act, as incorporated by Section 9815(a)(1) of the Code, (iii) the Executive shall be entitled to receive the amount set forth in Section 5.2.1, which shall be paid on or before the 60th day following the Termination Date, provided that the Executive signs a valid and effective Release (defined in Section 5.2.3) in the time set forth in such Release (which shall in no case cause the payment under this Section 5.2(b)(iii) to be made after the 60 day period after the Termination Date), and provided that, if such 60-day period straddles two taxable years, the payment shall be made in the second taxable year, and (iv) the Company shall reimburse Executive for any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within ten (10) days following the Termination Date. 5.2.1. A lump sum payment equal to one times (1x) the Executive’s Base Salary for the year in which the Termination Date occurs.
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Consequences for Compensation and Benefits. (a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay or provide, as the case may be, (i) any Base Salary earned but unpaid compensation to the Executive Employee through the Termination Date, (ii) all benefits accrued Date and owing shall pay to the Executive Employee all Benefits accrued through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the benefits Benefits were accrued, and (iii) any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within thirty (30) days following the Termination Date.
(b) . If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (i) all unvested Option Shares stock options held by the Executive pursuant to the Option Employee shall immediately vest and become immediately exercisable and shall remain exercisable for no less than 30 days after the period set forth in the Option Agreement and the Equity Incentive PlanTermination Date, (ii) if the Executive elects coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or under similar applicable health care continuation coverage laws of a State (“COBRA”), the Company shall reimburse continue the Executive for that portion health coverage contemplated by Section 4.1 through the twenty-four month anniversary of the cost of the continuation coverage that the Company pays for similarly situated active employees of the Company, for Executive and Executive’s covered dependents (but not for any spouse or dependent who separately elects COBRA coverage as a “qualified beneficiary,” as defined in Code Section 4980B(g)(1)), for a period ending upon the earlier of twelve (12) months after the Termination Date or the date the Executive’s COBRA coverage ceases (the “Health Severance”), provided, however, that the Health Severance shall be payable only to the extent that it would not result in a tax or penalty to the Company under the Patient Protection and Affordable Care Act of 2010, as amended, and regulations thereunder (“ACA”), and further provided that the Company may elect, in its sole discretion, to report the Health Severance as taxable income to the Executive in order to satisfy the requirements of Section 105(h) of the Code or Section 2716 (Prohibition on Discrimination in Favor of Highly Compensated Individuals) of the Public Health Service Act, as incorporated by Section 9815(a)(1) of the CodeDate, (iii) the Executive Company shall be entitled engage for the Employee, at the Company's expense, outplacement services appropriate to receive the amount set forth in Section 5.2.1Employee's position, which shall be paid on or before the 60th day following for up to twelve months after the Termination Date, provided that the Executive signs a valid and effective Release (defined in Section 5.2.3iv) in the time set forth event that the Termination Date occurs by reason of General Discharge or Resignation with Reason other than in such Release (which connection with a Change in Control, the Employee shall in no case cause the payment under this Section 5.2(b)(iii) to be made after the 60 day period paid, within 15 days after the Termination Date), and provided thatan amount in cash equal to the present value, if such 60-day period straddles two taxable yearscalculated using the Pension Benefit Guaranty Corporation immediate discount rate for valuing benefits upon plan termination, of the payment shall be made in product of the second taxable year, and sum of (ivA) the Company shall reimburse Executive for any unpaid reimbursements for reasonable expenses incurred but not paid prior to Employee's annual base salary at the Termination Date so long as documentation thereof is submitted to plus (B) the Company maximum target bonus established by the Compensation Committee for the year in which the Termination Date occurs, multiplied by two; and (v) in the event that the Termination Date occurs by reason of a Resignation with Reason in connection with a Change in Control, the Employee shall be paid, within ten (10) 15 days following after the Termination Date.
5.2.1. A lump sum payment , an amount in cash equal to one times the sum of (1xA) the Executive’s Base Salary Employee's annual base salary at the Termination Date plus (B) the maximum target bonus established by the Compensation Committee for the year in which the Termination Date occurs.
(b) A "Change in Control" of the Company shall be deemed to have occurred for purposes of this Agreement upon the first to occur of the date when a person "beneficially owns" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company. If the payments made pursuant to this Section 5.2 give rise to an excise tax under Section 4999 of the Internal Revenue Code of 1986, the Company shall also pay to the Employee or directly to the Internal Revenue Service in a timely fashion an amount sufficient, after federal and state income taxes, to pay the excise tax so payable and all directly related interest and penalties (whether reported initially or subsequently assessed). In the event of a dispute between the Company and the Employee with respect to the amount contemplated by the preceding sentence, the matter shall be determined (at the Company's expense) by an independent nationally-recognized accounting firm reasonably acceptable to both parties; provided, however, that the Employee shall cooperate with the Company in his tax reporting position and any defense thereof (which the Company shall control) in order to minimize the amount of such payments to the extent the Company has a reasonable legal basis therefor.
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Consequences for Compensation and Benefits. (a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay or provide, as the case may be, (i) any Base Salary earned but unpaid compensation to the Executive Employee through the Termination Date, (ii) all benefits accrued Date and owing shall pay to the Executive Employee all Benefits accrued through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the benefits Benefits were accrued, and (iii) any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within thirty (30) days following the Termination Date.
(b) . If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (ia) all unvested Option Shares stock options held by the Executive pursuant to the Option Employee shall immediately vest and become immediately exercisable and shall remain exercisable for 30 days after the Termination Date, (b) the Company shall continue the health coverage contemplated by Section 4.1 through the date that falls on the later of July 1, 2003 or the six month anniversary of the Termination Date, (c) the Company shall engage for the period Employee, at the Company's expense, outplacement services appropriate to the Employee's position, for up to twelve months after the Termination Date, and (d) the Employee shall be entitled to receive, within 60 days after the Termination Date, the amount set forth in Section 5.2.1 or, if Section 5.2.2 is applicable and yields an amount equal to more than 90% of the Option Agreement and amount set forth in Section 5.2.1 net after all applicable taxes, the Equity Incentive Planamount set forth in Section 5.2.2.
5.2.1. The present value, calculated using the Pension Benefit Guaranty Corporation immediate discount rate for valuing benefits upon plan termination, of the product of the sum of (i) the Employee's annual base salary at the Termination Date plus (ii) if the Executive elects coverage maximum target bonus established by the Compensation Committee for the year in which the Termination Date occurs multiplied by two.
5.2.2. If a Change in Control of the Company shall have occurred before the Termination Date, one dollar less than the amount which is three times the Employee's "base amount" of compensation and benefits, as defined in Section 280G of the Internal Revenue Code of 1986. A Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement upon the first to occur of the date when (a) persons who were Directors of the Company on July 1, 1998 no longer constitute a majority of the Board of Directors of the Company or (b) a person "beneficially owns" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company. If the payments made pursuant to this Section 5.2 give rise to an excise tax under Section 4980B 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or under similar applicable health care continuation coverage laws of a State (“COBRA”), the Company shall reimburse also pay to the Executive for that portion Employee or directly to the Internal Revenue Service in a timely fashion an amount sufficient, after federal and state income taxes, to pay the excise tax so payable and all directly related interest and penalties (whether reported initially or subsequently assessed). In the event of the cost of the continuation coverage that a dispute between the Company pays for similarly situated active employees of and the Employee with respect to the amount contemplated by the preceding sentence, the matter shall be determined (at the Company, for Executive and Executive’s covered dependents (but not for any spouse or dependent who separately elects COBRA coverage as a “qualified beneficiary,” as defined in Code Section 4980B(g)(1)), for a period ending upon the earlier of twelve (12's expense) months after the Termination Date or the date the Executive’s COBRA coverage ceases (the “Health Severance”), by an independent nationally-recognized accounting firm reasonably acceptable to both parties; provided, however, that the Health Severance Employee shall be payable only cooperate with the Company in his tax reporting position and any defense thereof (which the Company shall control) in order to minimize the amount of such payments to the extent that it would not result in a tax or penalty to the Company under the Patient Protection and Affordable Care Act of 2010, as amended, and regulations thereunder (“ACA”), and further provided that the Company may elect, in its sole discretion, to report the Health Severance as taxable income to the Executive in order to satisfy the requirements of Section 105(h) of the Code or Section 2716 (Prohibition on Discrimination in Favor of Highly Compensated Individuals) of the Public Health Service Act, as incorporated by Section 9815(a)(1) of the Code, (iii) the Executive shall be entitled to receive the amount set forth in Section 5.2.1, which shall be paid on or before the 60th day following the Termination Date, provided that the Executive signs has a valid and effective Release (defined in Section 5.2.3) in the time set forth in such Release (which shall in no case cause the payment under this Section 5.2(b)(iii) to be made after the 60 day period after the Termination Date), and provided that, if such 60-day period straddles two taxable years, the payment shall be made in the second taxable year, and (iv) the Company shall reimburse Executive for any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within ten (10) days following the Termination Datelegal basis therefor.
5.2.1. A lump sum payment equal to one times (1x) the Executive’s Base Salary for the year in which the Termination Date occurs.
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Consequences for Compensation and Benefits. (a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay or provide, as the case may be, (i) any Base Salary earned but unpaid compensation to the Executive Employee through the Termination Date, (ii) all benefits accrued Date and owing shall pay to the Executive Employee all Benefits accrued through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the benefits Benefits were accrued, and (iii) any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within thirty (30) days following the Termination Date.
(b) . If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (i) all unvested Option Shares stock options held by the Executive pursuant to the Option Employee shall immediately vest and become immediately exercisable and shall remain exercisable for no less than 30 days after the period set forth in the Option Agreement and the Equity Incentive PlanTermination Date, (ii) if the Executive elects coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or under similar applicable health care continuation coverage laws of a State (“COBRA”), the Company shall reimburse continue the Executive for that portion health coverage contemplated by Section 4.1 through the twelve month anniversary of the cost of the continuation coverage that the Company pays for similarly situated active employees of the Company, for Executive and Executive’s covered dependents (but not for any spouse or dependent who separately elects COBRA coverage as a “qualified beneficiary,” as defined in Code Section 4980B(g)(1)), for a period ending upon the earlier of twelve (12) months after the Termination Date or the date the Executive’s COBRA coverage ceases (the “Health Severance”), provided, however, that the Health Severance shall be payable only to the extent that it would not result in a tax or penalty to the Company under the Patient Protection and Affordable Care Act of 2010, as amended, and regulations thereunder (“ACA”), and further provided that the Company may elect, in its sole discretion, to report the Health Severance as taxable income to the Executive in order to satisfy the requirements of Section 105(h) of the Code or Section 2716 (Prohibition on Discrimination in Favor of Highly Compensated Individuals) of the Public Health Service Act, as incorporated by Section 9815(a)(1) of the CodeDate, (iii) the Executive Company shall be entitled engage for the Employee, at the Company's expense, outplacement services appropriate to receive the amount set forth in Section 5.2.1Employee's position, which shall be paid on or before the 60th day following the Termination Date, provided that the Executive signs a valid and effective Release (defined in Section 5.2.3) in the time set forth in such Release (which shall in no case cause the payment under this Section 5.2(b)(iii) for up to be made after the 60 day period twelve months after the Termination Date), and provided that, if such 60-day period straddles two taxable years, the payment shall be made in the second taxable year, and (iv) the Company Employee shall reimburse Executive be paid, within 15 days after the Termination Date, an amount in cash equal to the present value, calculated using the Pension Benefit Guaranty Corporation immediate discount rate for any unpaid reimbursements for reasonable expenses incurred but not paid prior to valuing benefits upon plan termination, of the sum of (A) the Employee's annual base salary at the Termination Date so long as documentation thereof is submitted to the Company within ten plus (10) days following the Termination Date.
5.2.1. A lump sum payment equal to one times (1xB) the Executive’s Base Salary maximum target bonus established by the Compensation Committee for the year in which the Termination Date occurs.
(b) A Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement upon the first to occur of the date when a person "beneficially owns" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company. If the payments made pursuant to this Section 5.2 give rise to an excise tax under Section 4999 of the Internal Revenue Code of 1986, the Company shall also pay to the Employee or directly to the Internal Revenue Service in a timely fashion an amount sufficient, after federal and state income taxes, to pay the excise tax so payable and all directly related interest and penalties (whether reported initially or subsequently assessed). In the event of a dispute between the Company and the Employee with respect to the amount contemplated by the preceding sentence, the matter shall be determined (at the Company's expense) by an independent nationally-recognized accounting firm reasonably acceptable to both parties; provided, however, that the Employee shall cooperate with the Company in his tax reporting position and any defense thereof (which the Company shall control) in order to minimize the amount of such payments to the extent the Company has a reasonable legal basis therefor.
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Consequences for Compensation and Benefits. (a) If the Termination Date occurs by reason of disability, death, General Resignation or Discharge for Cause, the Company shall pay or provide, as the case may be, (i) any Base Salary earned but unpaid compensation to the Executive Employee through the Termination Date, (ii) all benefits accrued Date and owing shall pay to the Executive Employee all Benefits accrued through the Termination Date, payable in accordance with the respective terms of the plans, practices and arrangements under which the benefits Benefits were accrued, and (iii) any unpaid reimbursements for reasonable expenses incurred but not paid prior to the Termination Date so long as documentation thereof is submitted to the Company within thirty (30) days following the Termination Date.
(b) . If the Termination Date occurs by reason of General Discharge or Resignation with Reason, (ia) all unvested Option Shares stock options held by the Executive pursuant to the Option Employee shall immediately vest and become immediately exercisable and shall remain exercisable for 30 days after the period set forth in the Option Agreement and the Equity Incentive PlanTermination Date, (iib) if the Executive elects coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or under similar applicable health care continuation coverage laws of a State (“COBRA”), the Company shall reimburse continue the Executive for health coverage contemplated by Section 4.1 through the date that portion falls on the later of July 1, 2001 or the six month anniversary of the cost of the continuation coverage that Termination Date, (c) the Company pays shall engage for similarly situated active employees of the Employee, at the Company's expense, outplacement services appropriate to the Employee's position, for Executive and Executive’s covered dependents (but not for any spouse or dependent who separately elects COBRA coverage as a “qualified beneficiary,” as defined in Code Section 4980B(g)(1)), for a period ending upon the earlier of up to twelve (12) months after the Termination Date or the date the Executive’s COBRA coverage ceases (the “Health Severance”), provided, however, that the Health Severance shall be payable only to the extent that it would not result in a tax or penalty to the Company under the Patient Protection and Affordable Care Act of 2010, as amendedDate, and regulations thereunder (“ACA”), and further provided that the Company may elect, in its sole discretion, to report the Health Severance as taxable income to the Executive in order to satisfy the requirements of Section 105(h) of the Code or Section 2716 (Prohibition on Discrimination in Favor of Highly Compensated Individuals) of the Public Health Service Act, as incorporated by Section 9815(a)(1) of the Code, (iiid) the Executive Employee shall be entitled to receive the amount set forth in Section 5.2.1receive, which shall be paid on or before the 60th day following within 60 days after the Termination Date, provided that the Executive signs a valid and effective Release amount equal to the sum of (defined in Section 5.2.3) in the time set forth in such Release (which shall in no case cause the payment under this Section 5.2(b)(iii) to be made after the 60 day period after the Termination Date), and provided that, if such 60-day period straddles two taxable years, the payment shall be made in the second taxable year, and (ivi) the Company shall reimburse Executive for any unpaid reimbursements for reasonable expenses incurred but not paid prior to Employee's annual base salary at the Termination Date so long as documentation thereof is submitted to the Company within ten PLUS (10) days following the Termination Date.
5.2.1. A lump sum payment equal to one times (1xii) the Executive’s Base Salary maximum target bonus established by the Compensation Committee for the year in which the Termination Date occurs. A Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement upon the first to occur of the date when (a) persons who were Directors of the Company on July 1, 1998 no longer constitute a majority of the Board of Directors of the Company or (b) a person "beneficially owns" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the aggregate 50% or more of the outstanding shares of capital stock entitled to vote generally in the election of the Directors of the Company. If the payments made pursuant to this Section 5.2 give rise to an excise tax under Section 4999 of the Internal Revenue Code of 1986, the Company shall also pay to the Employee or directly to the Internal Revenue Service in a timely fashion an amount sufficient, after federal and state income taxes, to pay the excise tax so payable and all directly related interest and penalties (whether reported initially or subsequently assessed). In the event of a dispute between the Company and the Employee with respect to the amount contemplated by the preceding sentence, the matter shall be determined (at the Company's expense) by an independent nationally-recognized accounting firm reasonably acceptable to both parties; provided, however, that the Employee shall cooperate with the Company in his tax reporting position and any defense thereof (which the Company shall control) in order to minimize the amount of such payments to the extent the Company has a reasonable legal basis therefor.
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