Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities that shall not release the Executive’s rights under this Agreement, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement), which shall include a seven (7) business day revocation period:
Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by Company without Cause or the Executive terminates employment for Good Reason, each outside of the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner reasonably satisfactory to Company, which shall include, without limitation, a general release of claims against Company and all related persons and entities, a reaffirmation of all of the Executive’s obligations under Company’s Confidentiality, Assignment and Non-Competition Agreement, and any other provisions of this Agreement intended to survive its termination, including but not limited to the obligations in Section 8 (“Continuing Obligations”), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments or provisions of the Severance Pay and Benefits shall immediately cease (and may be subject to recoupment) without affecting the other provisions thereof (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming effective and irrevocable, all within 60 days after the date of termination (or such shorter period as set forth in the Separation Agreement and Release), Company will pay or provide (as applicable) the following (collectively, the “Severance Pay and Benefits”): (i) an amount equal to twelve (12) months of the Executive’s Base Salary (the “Severance Amount”); provided that in the event Executive is entitled to any payments pursuant to the Confidentiality, Assignment and Non-Competition Agreement, the Severance Amount received in any calendar year will be reduced by the amount Executive is paid in the same such calendar year pursuant to the Confidentiality, Assignment and Non-Competition Agreement (the “Garden Leave Pay Setoff”) and (ii) if the Executive was participating in Company’s group health, dental and/or vision plans immediately prior to the date of termination and properly elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then, Company shall continue to provide Executive medical insurance coverage at no cost to Executive to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination until the earliest of the following: (i) the last day of the twelve-month period following the date of termination; (ii) the Execu...
Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, including the PEO, a reaffirmation of the Executive’s Continuing Obligations (as defined below), confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):
