Common use of Effect of Termination of Employment on Compensation Clause in Contracts

Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for any reason other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4, and (iii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate: (1) by action of the Company pursuant to Section 3.2(d) (which, for the avoidance of doubt, does not include those reasons set forth in Sections 3.2(a), 3.2(b) or 3.2(c) or due to the Company’s non-renewal of this Agreement); or (2) due to Executive’s resignation for Good Reason pursuant to Section 3.3(a), then all compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iii) of Section 6.1(a) above; and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment for Cause under Section 3.2(c) or under Section 3.2(a) or 3.2(b), and subject to Executive’s delivery, within 21 days after the Date of Termination, and non-revocation in the time provided to do so, of an executed release in a form attached as Exhibit A (the “Release”), the Company shall pay to Executive an additional amount (but no other additional compensation or benefits after such termination) equal to twelve (12) times the monthly rate of Executive’s Base Salary as of the Date of Termination, which amount shall be paid in one lump sum payment on the date that is thirty (30) days after the Date of Termination (or the first business day thereafter if the thirtieth day is not a business day). (c) Notwithstanding the time of payment provisions of Section 6.1(b)(ii) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount shall be accumulated and paid (without interest) in a lump sum within five business days after the Section 409A Payment Date. All subsequent payments, if any, shall be paid in the manner otherwise specified herein.