Payments After Certain Terminations. In the event Executive's employment hereunder shall terminate for any reason set forth in Section 4(a)(i), (iv) or (v) and, in the case of Section 4(a)(iv) or (v), such termination is not within two (2) years following a Change in Control (as defined in Section 6 below), subject to Executive's compliance with Section 4(e), Executive (or the Trustee named in Executive's Last Will and Testament, if applicable) shall be entitled to receive, as Executive's sole and exclusive remedy, (i) a payment equal to two (2) times Executive's Base Salary (determined as of the Date of Termination), payable in a lump sum payment and subject to withholding of all applicable taxes with respect thereto and deductions for insurance contributions), (ii) any earned but unpaid salary and payment for accrued but unused vacation days, subject to and in accordance with Company policies, through the Date of Termination, (iii) any Bonus previously earned in full but not yet paid for fiscal years of the Company prior to the fiscal year in which the Date of Termination occurs, (iv) a payment equal to two (2) times the target Bonus opportunity for Executive for the year in which the Date of Termination occurs or if such target Bonus opportunity has not yet been established as of the Date of Termination, the target Bonus percentage opportunity for the prior year with respect to Base Salary for the year in which the Date of Termination occurs, and (v) continued medical, dental, disability and life insurance coverage at the active employee rate as provided to Executive and his eligible dependents immediately prior to such termination for two (2) years following such termination. For purposes of this Section 4, calculation of Executive’s Base Salary shall be determined without regard to any reduction in compensation constituting Good Reason under Section 6(d)(iii) hereof.
Payments After Certain Terminations. If this Agreement as a whole, or the involvement of any Partner, is terminated by a Partner pursuant to Clause 19.2.1 to 19.2.3 (material breach, insolvency or breach of sanctions), as a result of the breach or insolvency of CEPI; terminated by the Parties pursuant to Clause 19.5 (mutual termination); or is terminated by CEPI pursuant to Clause 19.4.1 to 19.4.3 (issues precluding continuation of the Project, required termination by CEPI, or non-acceptance of material changes to the Code), then CEPI shall reimburse such Partner(s) for all reasonably incurred out-of-pocket expenses through termination and any non-cancellable out-of-pocket expenses relating to Project activities that were included in the terminated Work Package(s) and/or authorised in writing by CEPI, and that arise through termination and after the termination date, solely to the extent they are not otherwise covered by CEPI funding provided prior to the date of termination and provided always that the relevant Partner uses all reasonable endeavours to minimise and mitigate any such expenses.
