Common use of Involuntary Termination by Company Clause in Contracts

Involuntary Termination by Company. If at any time during the Employment Term other than within 12 months following a Change in Control, (i) the Company terminates the employment of Executive involuntarily and without Business Reasons or (ii) the Company notifies Executive in writing of its intention to terminate this Agreement as of the end of the Employment Term or renewal thereof pursuant to Section 2 hereof without Business Reasons, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date (as defined in Section 7.C hereof) plus continued Base Salary for a period of 12 months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or the Committee on behalf of Executive and not previously paid to Executive, (C) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive, but only to the extent such options were vested as of the Termination Date, (D) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such benefits to be paid by the Company during the Severance Period, and by Executive for any period beyond the Severance Period, and (E) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the provisions of Section 8 of this Agreement during the Severance Period, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination Date.