Common use of Non-Renewal of Employment Term Clause in Contracts

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, Executive shall be entitled to receive: (A) the Pro-Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP as if Executive’s employment had not terminated; (B) provided Executive executes and delivers the Release on or prior to the sixtieth (60th) day following the date of Executive’s termination of employment and does not revoke such Release within the time period provided therein, payment of an amount equal to two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the Target Bonus, payable in equal monthly installments over the Severance Period, consistent with Catalent’s past payroll practices; provided further that, in either case, Catalent reserves the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Catalent’s group health plan(s) for which Executive was eligible immediately prior to the date of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during the Continued Coverage Period; provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), Catalent shall pay Executive, on the first business day of each month, an amount (on a tax grossed-up basis) equal to the premium subsidy Catalent would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to Executive hereunder shall be made promptly, but in no event later than the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalent’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Catalent’s written notice to Executive of such breach. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties otherwise agree in writing, continuation of Executive’s employment with Catalent beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalent; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend provides either of the Employment Term Companies with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of either of the Companies thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date First Renewal Term or any Additional Renewal Term, as applicable, and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent elects not to extend either of the Employment Term Companies provides Executive with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of either of the Companies thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date First Renewal Term or any Additional Renewal Term, as applicable, and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, Executive shall be entitled to receive: (A) the Pro-Pro Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP as if pursuant to Section 4 had Executive’s employment had not terminated; (B) provided Executive executes (x) does not violate the restrictions set forth in Sections 8 and 9 of this Agreement and (y) executes, delivers the Release on or prior to the sixtieth (60th) day following the date of Executive’s termination of employment and does not not-revoke such Release within a general release of claims against the time period provided thereinCompanies and their affiliates, in the form attached hereto as Exhibit A, payment of an amount equal to two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the Target Bonus, payable in equal monthly installments over the Severance Period, consistent with Catalentthe Operating Company’s past payroll practices; provided further that, in either case, Catalent reserves the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Catalentthe Operating Company’s group health plan(s) plans for which Executive was eligible immediately prior to the date of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during for the Continued Coverage PeriodSeverance Period or, if sooner, until Executive is or becomes eligible for coverage under the group health plans of any other employer (or comparable coverage to the extent applicable); provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under months, the applicable plan(s), Catalent Operating Company shall pay Executive, on the first business day of each month, an amount (on a an after-tax grossed-up basis) equal to the premium subsidy Catalent the Operating Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Severance Period. This coverage for which Executive and his spouse and eligible dependents shall continue to be eligible under this clause shall be made available to Executive on the same terms and conditions as are offered to continuing executives. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to Executive hereunder shall be made promptly, but in no event later than the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalent’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Catalent’s written notice to Executive of such breach. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties parties otherwise agree in writing, continuation of Executive’s employment with Catalent the Companies beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalenteither of the Companies; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend provides either of the Employment Term Companies with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of either of the Companies thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date Renewal Term, and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent elects not to extend either of the Employment Term Companies provides Executive with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of either of the Companies thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date Renewal Term, and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, Executive shall be entitled to receive: (A) the Pro-Pro Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP as if pursuant to Section 4 had Executive’s employment had not terminated; (B) provided Executive executes (x) does not violate the restrictions set forth in Sections 8 and 9 of this Agreement and (y) executes, delivers the Release on or prior to the sixtieth (60th) day following the date of Executive’s termination of employment and does not not-revoke such Release within a general release of claims against the time period provided thereinCompanies and their affiliates, in the form attached hereto as Exhibit A, payment of an amount equal to two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the Target Bonusannual bonus award of 75% of Base Salary (for the avoidance of doubt, regardless of whether any applicable annual performance targets are attained), payable in equal monthly installments over the Severance Period, consistent with Catalentthe Operating Company’s past payroll practices; provided further that, in either case, Catalent reserves the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and; (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Catalentthe Operating Company’s group health plan(s) plans for which Executive was eligible immediately prior to the date of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during for the Continued Coverage PeriodSeverance Period or, if sooner, until Executive is covered under the group health plans of any other employer (or comparable coverage to the extent applicable); provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under months, the applicable plan(s), Catalent Operating Company shall pay Executive, on the first business day of each month, an amount (on a tax grossedtax-grossed up basis) equal to the premium subsidy Catalent the Operating Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Severance Period. This coverage for which Executive and his spouse and eligible dependents shall continue to be eligible under this clause shall be made available to Executive on the same terms and conditions as are offered to continuing executives. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to ; and (D) provide Executive hereunder shall be made promptly, but with benefits in no event later than accordance with Section 5(b) during the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalent’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Catalent’s written notice to Executive of such breachSeverance Period. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties parties otherwise agree in writing, continuation of Executive’s employment with Catalent the Companies beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalenteither of the Companies; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend provides the Employment Term Company with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent elects not to extend the Employment Term Company provides Executive with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, subject to Executive’s (x) continued compliance with the provisions of Sections 8 (subject to Section 7(c)(iii)(C)) and 9 and (y) execution, delivery and non-revocation of a general release of claims against the Company and its affiliates in a form acceptable to the Company, Executive shall be entitled to receive: : (A) the Pro-Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP as if Executive’s employment had not terminated; (B) provided Executive executes and delivers the Release on or prior to the sixtieth (60th) day following the date of Executive’s termination of employment and does not revoke such Release within the time period provided therein, payment of an amount equal to two (2) times the sum of (1x) Executive’s then annualized Base Salary and plus (2y) the Target Bonus, payable in equal monthly installments over a the Severance Period and (B) during the Severance Period, consistent with Catalent’s past payroll practices; provided further that, in either case, Catalent reserves continued coverage under the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of CatalentCompany’s group health plan(s) for which Executive was eligible immediately prior to until the earlier of (x) the expiration of the Severance Period and (y) the date Executive is or becomes eligible for coverage under group health plan(s) of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during the Continued Coverage Period; provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), Catalent shall pay Executive, on the first business day of each month, an amount (on a tax grossed-up basis) equal to the premium subsidy Catalent would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to Executive hereunder shall be made promptly, but in no event later than the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalent’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Catalent’s written notice to Executive of such breachother employer. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties parties otherwise agree in writing, continuation of Executive’s employment with Catalent the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalentthe Company; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs paragraph (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued RightsRights and the Pro-Rata Bonus, with such Pro-Rata Bonus payable in accordance with the terms of the Plan as if Executive’s employment had not terminated. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent the Company elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs paragraph (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, Executive shall be entitled to receive: (A) the Pro-Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP Plan as if Executive’s employment had not terminated; (B) provided Executive executes and delivers the Release on or prior to the sixtieth within sixty (60th60) day days following the date of Executive’s termination of employment and does not revoke such Release within the time period provided therein, payment of an amount equal to two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the Target Bonus, payable in equal monthly installments over the Severance Period, consistent with Catalentthe Company’s past payroll practices; provided, however that if such termination occurs within the two (2) year period following a Change of Control (which event would also constitute a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, in each case, within the meaning of Section 409A of the Code), such payment shall instead be made in a single lump sum payment within thirty (30) days following the termination date; provided further that, in either case, Catalent the Company reserves the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent the Company already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Catalentthe Company’s and its subsidiaries’ group health plan(s) for which Executive was eligible immediately prior to the date of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during the Continued Coverage Period; provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), Catalent the Company shall pay Executive, on the first business day of each month, an amount (on a tax grossed-up basis) equal to the premium subsidy Catalent the Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to Executive hereunder shall be made promptly, but in no event later than the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalentthe Company’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Catalentthe Company’s written notice to Executive of such breach. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties otherwise agree in writing, continuation of Executive’s employment with Catalent the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalentthe Company; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder. For the avoidance of doubt, unless the Parties otherwise agree in writing, upon a notice of non-renewal of the Employment Term by the Company or Executive, Executive’s employment shall terminate as of the date provided in Section 7(d)(i) or (ii) above, as applicable.

Non-Renewal of Employment Term. (i) In the event Executive elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued RightsRights and the Pro-Rata Bonus, with such Pro-Rata Bonus payable to Executive pursuant to Section 4 as if Executive’s employment had not terminated. Following such termination of Executive’s employment under this Section 7(d)(i), except as set forth in this Section 7(d)(i)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) In the event Catalent either of the Companies elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, the expiration of the Employment Term and Executive’s termination of employment hereunder shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date and Executive shall be entitled to receive the Accrued Rights. In addition to the Accrued Rights, as a result of such termination of employment, Executive shall be entitled to receive: (A) the Pro-Rata Bonus, with such Pro-Rata Bonus payable to Executive in accordance with the terms and conditions of the MIP pursuant to Section 4 as if Executive’s employment had not terminated; (B) provided Executive executes and delivers the Release on or prior to the sixtieth within sixty (60th60) day days following the date of Executive’s termination of employment and does not revoke such Release within the time period provided therein, payment of an amount equal to two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the Target Bonus, payable in equal monthly installments over the Severance Period, consistent with Catalent’s past payroll practices; provided, however that if such termination occurs within the two (2) year period following a Change of Control (which event would also constitute a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, in each case, within the meaning of Section 409A of the Code), such payment shall instead be made in a single lump sum payment within thirty (30) days following the termination date; provided further that, in either case, Catalent reserves the Companies reserve the right to cease making such payments and Executive shall be obligated to repay any such amounts to Catalent the Companies already paid if he fails to execute and deliver the Release within the period provided for in this Section 7(d)(ii)(B) or, after timely delivery, revokes it within the time period specified in such Release; and (C) Executive and his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Catalent’s group health plan(s) for which Executive was eligible immediately prior to the date of his termination (or to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) during the Continued Coverage Period; provided, however, that if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), Catalent shall pay Executive, on the first business day of each month, an amount (on a tax grossed-up basis) equal to the premium subsidy Catalent would have otherwise paid on Executive’s behalf for such coverage during the balance of the Continued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. In addition, any tax gross up payment made to Executive hereunder shall be made promptly, but in no event later than the end of the calendar year following the year in which the applicable taxes are remitted. Notwithstanding the foregoing, Catalent’s obligation to make the payments contemplated under Section 7(d)(ii)(B) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (10) days following Holdings’ or Catalent’s written notice to Executive of such breach. Following such termination of Executive’s employment under this Section 7(d)(ii), except as set forth in this Section 7(d)(ii)) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iii) Unless the Parties otherwise agree in writing, continuation of Executive’s employment with Catalent the Companies beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or Catalenteither of the Companies; provided that the provisions of Sections 8, 9 and 10 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder. For the avoidance of doubt, unless the Parties otherwise agree in writing, upon a notice of non-renewal of the Employment Term by any of Holdings, Catalent or Executive, Executive’s employment shall terminate as of the date provided in Section 7(d)(i) or (ii) above, as applicable.