Common use of Involuntary Departure Clause in Contracts

Involuntary Departure. Notwithstanding any other provision of this Section 5, the Board shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, or a non-renewal of this Agreement by Employer prior to expiration of the Term or any Renewal Term, or a resignation by Employee for Good Reason, Employee shall be eligible to receive: i. the sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)), (B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty percent (150%) of the previous fiscal year’s earned Incentive Compensation; ii. payment of the Incentive Compensation that would be payable in respect of the last fiscal year in which Employee was employed by Employer (based on the criteria applicable for that fiscal year) without any pro-ration; and iii. continuing participation for a period of one (1) year from the date of termination of Employee’s employment at Employer expense in the Additional Benefits in which Employee was enrolled at the time of such termination, provided, however, that such continued participation shall in all cases be subject to the applicable plan’s terms and conditions governing participation by non-employees after their termination of employment. For purposes of this Agreement, “Severance Benefits” shall consist of the benefits provided by the preceding clauses (i)(B), (i)(C), (ii) and (iii). In consideration of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(j). The cash Severance Benefits shall be paid to Employee as described in Section 5(j), provided that the Incentive Compensation payment contemplated by 5(d)(ii) above shall be made after the end of the fiscal year of termination of Employee’s employment but no later than March 15th following such fiscal year. For purposes of this Agreement, a termination of Employee’s employment must constitute a “separation from service” as defined by Internal Revenue Code Section 409A.