Common use of Non-Compensated Termination Clause in Contracts

Non-Compensated Termination. (a) Executive will be entitled to receive each of the following payments and benefits upon a Non-Compensated Termination and will not be eligible to receive any payments or benefits under any Company severance plan: (i) Any unpaid Base Salary and any accrued but unused vacation pay through the Termination Date, and, (ii) upon a Non-Compensated Termination resulting from a notice of non-renewal of the Term by the Company pursuant to Section 3, Executive’s Bonus with respect to the calendar year in which the Term ends, with the amount and timing of payment to be determined in accordance with the terms of the Bonus Plan (without regard to any requirement that Executive be employed either on the date such Bonus is earned, on the date the amount of such Bonus is finally determined or on the date on which such Bonus is paid). (2) Accrued benefits pursuant to the terms of the Company’s deferred compensation, retirement, health, welfare and other similar benefit plans, programs and arrangements. (3) Reimbursement of business expenses through the Termination Date in accordance with Section 5.7. (b) Subject to Section 8.10, the Company will pay the Base Salary and vacation amounts described in Section 6.2(a)(1) and (3) (subject to the submission of appropriate evidence of business expenses) in a lump sum within 10 business days after the Termination Date (unless an earlier date is required by law). (c) On or prior to the Termination Date associated with a Non-Compensated Termination, or, in the case of a termination by Executive without Good Reason, within three days of such termination without Good Reason, the Company may at its option present to Executive a written offer to provide, subject to and contingent upon Executive’s compliance with this Section 6.2 and Section 7, (i) a lump sum severance payment based on a multiple of Base Salary as described in the Company’s offer, (ii) a pro rata Bonus for the year in which the Termination Date occurs, calculated as described in Section 6.1(a)(2), and (iii) continuation of Executive’s medical, dental, and vision coverage as described in Section 6.1(a)(4) during the duration of the Extended Benefit Period. The additional payments and benefits described in this Section 6.2(c) will be provided in accordance with, and subject to, the terms of Section 6.1(c), including delivery of a Release that has not been revoked. If the Company submits an offer pursuant to this Section 6.2(c), Executive’s obligations under Sections 7.4 and 7.5 will continue for the Extended Benefit Period regardless of whether the Company’s offer is accepted and regardless of whether Executive complies with the conditions in this Section 6.2(c), including delivery of a Release that has not been revoked. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason and no timely offer is made by the Company pursuant to this Section 6.2(c), Executive’s obligations under Sections 7.4 and 7.5 will continue for a period of six months after the Termination Date.

Non-Compensated Termination. (a) Executive will be entitled to receive each of the following payments and benefits upon a Non-Compensated Termination and will not be eligible to receive any payments or benefits under any Company severance plan: (i) Any unpaid Base Salary and any accrued but unused vacation pay through the Termination Date, and, (ii) upon a Non-Compensated Termination resulting from a notice of non-renewal of the Term by the Company pursuant to Section 3, Executive’s a pro rata Bonus with respect to the calendar year in which the Term ends, calculated by multiplying Executive’s Bonus amount by a fraction, the numerator of which is the number of days in the current calendar year through the date the Term ends and the denominator of which is 365, with the amount and timing of payment to be determined in accordance with the terms of the Bonus Plan (without regard to any requirement that Executive be employed either on the date such Bonus is earned, on the date the amount of such Bonus is finally determined or on the date on which such Bonus is paid). (2) Accrued benefits pursuant to the terms of the Company’s deferred compensation, retirement, health, welfare and other similar benefit plans, programs and arrangements. (3) Reimbursement of business expenses through the Termination Date in accordance with Section 5.7. (b) Subject to Section 8.10, the Company will pay the Base Salary and vacation amounts described in Section 6.2(a)(1) and (3) (subject to the submission of appropriate evidence of business expenses) in a lump sum within 10 business days after the Termination Date (unless an earlier date is required by law). (c) On or prior to the Termination Date associated with a Non-Compensated Termination, or, in the case of a termination by Executive without Good Reason, within three days of such termination without Good Reason, the Company may at its option present to Executive a written offer to provide, subject to and contingent upon Executive’s compliance with this Section 6.2 and Section 7, (i) a lump sum severance payment based on a multiple of Base Salary as described in the Company’s offer, (ii) a pro rata Bonus for the year in which the Termination Date occurs, calculated as described in Section 6.1(a)(2), and (iii) continuation of Executive’s medical, dental, and vision coverage as described in Section 6.1(a)(4) during the duration of the Extended Benefit Period. The additional payments and benefits described in this Section 6.2(c) will be provided in accordance with, and subject to, the terms of Section 6.1(c), including delivery of a Release that has not been revoked. If the Company submits an offer pursuant to this Section 6.2(c), Executive’s obligations under Sections 7.4 and 7.5 will continue for the Extended Benefit Period regardless of whether the Company’s offer is accepted and regardless of whether Executive complies with the conditions in this Section 6.2(c), including delivery of a Release that has not been revoked. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason and no timely offer is made by the Company pursuant to this Section 6.2(c), Executive’s obligations under Sections 7.4 and 7.5 will continue for a period of six months after the Termination Date.