Common use of Qualifying Termination not in Connection with a Change in Control Clause in Contracts

Qualifying Termination not in Connection with a Change in Control. In the event of a Qualifying Termination that occurs at any time other than within the thirty (30)-day period prior to the closing of a Change in Control (as defined below) or within the twelve (12)-month period following the closing of a Change in Control, Executive will be eligible to receive the following Severance Benefits from the Company: (a) the equivalent of nine (9) months of Executive’s Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Cash Severance”); and (b) the equivalent of nine (9) months of the cost of Executive’s COBRA premiums needed to continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable), subject to standard payroll deductions and withholdings (the “COBRA Severance”). The Cash Severance and COBRA Severance will be paid in a lump sum within sixty (60) days following Executive’s Separation from Service, provided the Separation Agreement (as described in Paragraph 8) has become effective. Executive may, but is not obligated to, use the COBRA Severance payment toward the cost of COBRA premiums.