Common use of Discharge Without Cause or Resignation for Good Reason Clause in Contracts

Discharge Without Cause or Resignation for Good Reason. In the event of discharge without Cause or resignation for Good Reason, Employee shall receive (or in the case of Subsection 6(a)(iii) have paid on Employee’s behalf) from the Employer, provided (unless waived by the Employer) Employee executes and returns to the Employer within the time specified by the Employer (without subsequent revocation) an Agreement and General Release as described in Subsection 2(b) above (except that Employee shall not be obligated to do so following a Hostile Change in Control): (i) Employee’s current Base Compensation and Target Bonus for twenty-four (24) months paid either, as determined in the Employer’s sole discretion, periodically in accordance with the Employer’s regular payroll practices then in effect or in a lump sum; (ii) Any earned but not paid deferred compensation and/or bonus for service during the prior year, subject to the terms, conditions and restrictions specified in the relevant plan documents; and (iii) The “designated portion” of the premiums with regard to Employee’s continued participation in group health and dental plans pursuant to COBRA for eighteen (18) months, provided Employee pays his or her co-payment on a timely basis. For purpose of this provision, the “designated portion” means the portion of the premium which the Employer paid at the time Employee’s employment terminated. Executive shall receive the payments and benefits described in Section 6(a) if and only if (i) Executive duly executes and returns to the Employer (and does not revoke if a revocation period is included in the sole discretion of the Employer) an Agreement and General Release, setting forth terms satisfactory to the Employer in its sole discretion, including but not limited to (a) a general release of the Employer and any other persons or entities designed by the Employer of any and all claims arising out of Employee’s employment or cessation with the Employer other than any claims for payments and benefits set forth in Section 6(a), and (b) provisions requiring Employee not to disparage the Employer, not use or disclose information deemed confidential by the Employer and to reasonably cooperate with the Employer in transitioning business matters and handling claims and litigation; and (ii) Employee complies with his obligations under this Agreement (including but not limited to under Section 7) and the Agreement and General Release.