Common use of Obligations Upon Termination of Employment Clause in Contracts

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate his employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of his Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (1) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's and Employee's dependents' coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (2) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until comparable employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (2) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period; the Severance Benefit payable under (C) above shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. In addition to the payment of Severance Benefits, all options to purchase Company stock granted to Employee prior to the date of (i) the termination of Employee by the Company without Cause, (ii) Employee's voluntary termination of his employment for Good Reason or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate his her employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of his her Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (1) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's and Employee's dependents' coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (2) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until comparable employment is obtained, whichever occurs first, and (C) his her pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (2) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period; the Severance Benefit payable under (C) above shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. In addition to the payment of Severance Benefits, all options to purchase Company stock granted to Employee prior to the date of (i) the termination of Employee by the Company without Cause, (ii) Employee's voluntary termination of his her employment for Good Reason or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 1.3 or for Cause, death or Disability pursuant to Section 1.5 of this Agreement), or (ii) if Employee shall voluntarily terminate his employment for Good Reason during the Employment Period and within 90 days after a Constructive Termination (as defined belowhereinafter defined), then Employee shall be entitled to receive a lump sum severance compensation payment equal to the sum of (A) continuance the product of his Base Salary (i) $800,000 and Deemed Bonus (as definedii) for a period the greater of two (x) the number of years commencing on the last day of (or fractions thereof) remaining in the Employment Period or (y) three years (the "Severance Period"), ) and (B) (1B)(i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's and Employee's dependents' coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (2ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, and thereafter under an insurance plan reasonably comparable to that in effect prior to the Severance Period, until the end of the Severance Period or until comparable other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date first ((A), (B) and (CB) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (2B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period; the Severance Benefit payable under (C) above shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by but excluding claims for indemnification for third party claims pursuant to the Company's certificate of incorporation and/or bylaws or any indemnification agreement between Employee to cooperate with and the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the CompanyCenterPoint), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections Section 3 and 4 hereof. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. In addition to the payment of Severance Benefits, all options to purchase Company CenterPoint stock granted to Employee prior to the date of (i) the a termination of Employee by the Company without Cause, (ii) Employee's voluntary termination of his employment for Good Reason during the Employment Period and within 90 days after a Constructive Termination, or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.