Common use of Non-Renewal by Company Clause in Contracts

Non-Renewal by Company. The Company may elect not to renew this Agreement in accordance with Section 2 above. In the event of such non-renewal for a reason other than Cause (as defined in Section 5(c) above), the Company shall have no further obligation or liability to the Executive other than for (i) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in the fiscal year of termination) of the Target Bonus; (iv) a lump sum equal to twenty-four (24) months of Base Salary and (v) any unreimbursed business expenses. In addition, subject to any employee contribution applicable to employees and their dependents generally, for the twenty-four (24) month period following termination, or if earlier until the date that the Executive becomes eligible for coverage with a subsequent employer, the Company shall continue to contribute to the premium cost of coverage for the Executive and the Executive’s dependents under the Company’s medical and dental plans provided that a timely COBRA election is made. The payments referred to in clauses (i), (ii) and (v) above shall be payable in a lump-sum within thirty (30) days after the date of termination. The Company’s payments under clauses (iii) and (iv) above, as well as the continued contribution toward medical and dental premiums, are expressly conditioned upon the Executive executing and delivering to the Company a timely and effective Separation Agreement. Payment under clauses (iii) and (iv) will be made within thirty (30) days after the Company’s receipt of such Separation Agreement. Other than as set forth in this clause (g), the Company shall have no further obligation to the Executive or the Executive’s estate hereunder.

Non-Renewal by Company. The Upon termination following the issuance by the Company may elect not of a Notice of Non-Renewal pursuant to renew Section 5.A, then the Executive will be entitled to the Accrued Benefits and, subject to the terms of this Agreement in accordance with Section 2 above. In 6.C, the event Company shall be obligated to pay and the Executive shall be entitled to receive: (1) a lump-sum payment, on or before the 60th day following the Date of Termination, equal to a of 6 months of the Executive’s Base Salary (the “Non-Renewal Severance Payment”); (2) During the six (6)-month period following the Date of Termination or for so long as the Executive and the Executive’s dependents remain eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), whichever is shorter, subject to the Executive’s timely election of COBRA continuation coverage, timely notification to the Company of such non-renewal for a reason other than Cause election, and payment by the Executive of the Executive’s portion of any COBRA premium (as defined in Section 5(c) abovepursuant to procedures established by the Company), the Company shall have no further obligation or liability also pay, on Executive’s behalf, in accordance with the Company’s standard practices regarding payment of the Company’s portion of premiums under its group health plans, an amount equal to the Executive other than for (i) any earned, but unpaid, Base Salary through amount paid by the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year Company immediately prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in the fiscal year of termination) of the Target Bonus; (iv) a lump sum equal to twenty-four (24) months of Base Salary and (v) any unreimbursed business expenses. In addition, subject to any employee contribution applicable to employees and their dependents generally, date for the twenty-four (24) month period following termination, or if earlier until the date that the Executive becomes eligible for coverage with a subsequent employer, the Company shall continue to contribute to the premium cost of medical coverage for the Executive and the Executive’s dependents (such payments, the “Non-Renewal COBRA Benefit Payments”); provided, however, that the election of COBRA continuation coverage shall remain the Executive’s sole responsibility. Notwithstanding the foregoing, if the Executive becomes employed by another employer and is eligible to receive group medical insurance coverage under such other employer’s plan(s) (which eligibility shall be promptly reported to the Company by the Executive, the Company’s medical obligations to pay the COBRA Benefit Payments under this Section 6.C(2) shall terminate; or, if the provision of the benefits described in this Section 6.C(2) cannot be provided in the manner described herein without penalty, tax or other adverse impact on the Company, then the Company and dental plans provided that a timely COBRA election is madethe Executive shall negotiate in good faith in the attempt to determine an alternative manner in which the Company may provide substantially equivalent benefits to the Executive without such adverse impact on the Company. The payments referred to in clauses Payments under Section 6.C., with the exception of the Accrued Benefits, are contingent upon: (i)) the Executive’s compliance with the Executive’s continued obligations to the Company, including the terms of Sections 7 and 8 herein, and (ii) the Executive’s execution and return to the Company, on or before the Release Expiration Date (vas defined below), and the Executive’s non-revocation within any time provided by the Company to do so, of a Release, which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) above from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to severance payments the Executive may have under this Section 6.C. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to the Executive (which shall be payable in a lump-sum within thirty occur no later than seven (307) days after the date Date of termination. The Company’s payments under clauses Termination) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (iii) and (iv) above, as well as such phrase is defined in the continued contribution toward medical and dental premiums, are expressly conditioned upon the Executive executing and delivering to the Company a timely and effective Separation Agreement. Payment under clauses (iii) and (iv) will be made within thirty (30) days after the Company’s receipt Age Discrimination in Employment Act of such Separation Agreement. Other than as set forth in this clause (g1967), the Company shall have no further obligation to the Executive or the Executive’s estate hereunderdate that is forty-five (45) days following such delivery date.