Common use of Right to Severance Clause in Contracts

Right to Severance. In the event the Company terminates Executive’s employment Without Cause and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i) below, the Company shall: i. Pay to the Executive six months of the Executive’s current Base Salary increasing to one year of Executive’s current Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years of Executive’s current Base Salary and Annual Bonus, less payroll deductions and all required withholdings, paid over time in accordance with the Company’s payroll practices then in effect; and ii. The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause as of the last day of the Term.

Right to Severance. (a) If at any time during the term of this Agreement a Change in Control of the Company occurs and, within twelve months thereafter there is an Adverse Change in the Executive's Position, the Executive may resign as an employee, officer and director of the Company by giving notice to the Company within 90 days of the Executive becoming aware of the Adverse Change in the Executive's Position and such resignation will become effective 90 days after the receipt by the Company of such notice. (b) If a Change in Control of the Company occurs during the term of this Agreement and the Executive resigns pursuant to paragraph hereof or the Executive is dismissed without just cause within twelve months following such Change in Control of the Company, the Executive will be entitled to the following payments and benefits on the following terms and conditions: (i) the Executive will be entitled to receive as a lump sum the amount obtained by multiplying the Executive's Basic Salary on the date of resignation or dismissal by 12; (ii) the Executive may exercise all rights which have vested, or would have vested under the Kimber Resources Inc. 2002 Stock Option Plan as it exists at the Termination Date, in a 12 month period from the date Termination, provided that any such rights which are not exercised before the expiry of 90 days following the Termination Date or before 4:30 p.m., Vancouver time, on the expiration date stated in the stock option agreement in which such rights were granted, whichever is earlier, will be null and void; (iii) the Executive will be entitled to receive as a lump sum the amount which the Company would have to pay to provide for a period of one (1) year from the Termination Date the benefits to which the Executive and his family were entitled immediately before the Termination Date under the Benefit Plans (exclusive of bonus or incentive plans, stock option plans, stock purchase plans or similar plans, disability benefit plans and pension plans and supplemental pension plans); and (iv) the Executive will be entitled to receive, as a lump sum, compensation at the Executive’s Basic Salary on the date of resignation or dismissal for any holidays or vacations earned but unpaid up to the Termination Date. (c) Any payment to be made to the Executive pursuant to this Agreement will, at the option of the Executive, be paid directly to the Executive or be paid to a trustee, person, party, fund or plan nominated by the Executive. (d) In the event of any conflict or inconsistency between the terms of the 2002 Stock Option Plan of the Company terminates Executive’s employment Without Cause as it exists from time to time or any option granted there under and if Executive executes and does not revoke during any applicable revocation period a general release the terms of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i) belowthis Agreement, the Company shall:terms of this Agreement will prevail. i. Pay to (e) If the Executive six months of has the Executive’s current Base Salary increasing right to one year of Executive’s current Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years of Executive’s current Base Salary and Annual Bonus, less payroll deductions and all required withholdings, paid over time resign in accordance with the Company’s payroll practices then in effect; and ii. The Company shall notify Executive terms of any right to continue group health plan coverage sponsored paragraph 3 or is dismissed as contemplated by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law includingthis paragraph 5, but not limited to, the provisions all of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day rights of the first full calendar month following Executive will survive the date termination of this Agreement and the Release of Claims becomes effective and irrevocable through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases will be entitled to pay premiums exercise all rights pursuant to this subsection, Executive may, Agreement as if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause as of the last day of the TermAgreement had not terminated.

Right to Severance. In the event the Company terminates Executive’s 's employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “"Release of Claims”") within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i7(e)(i) below, the Company shall: i. Pay to the Executive (i) Continued payment of Base Salary (determined after disregarding any reduction in Base Salary that constitutes Good Reason) for six months of if such termination occurs during the Executive’s current Base Salary first six months following the Effective Date with the severance increasing to one year of Executive’s current 's Base Salary and Annual Bonus with respect to any such termination that occurs on or after the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years one year of Executive’s current 's Base Salary and Annual BonusSalary, less payroll deductions and all required withholdings, paid over time in accordance with the Company’s 's payroll practices then in effect; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of December 31st of the then current fiscal year in respect of the fiscal year in which employment termination occurs based on the Company's achievement against the performance goals applicable to such year (after deeming any individual goals to be met at the target level), and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the date of such termination to (y) 365, payable as of the same time as annual bonuses are paid to other senior executives; and ii. (iii) The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive’s 's date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ ' s covered dependents, less the amount of Executive’s Executive 's monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable such employment termination through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause as of the last day of the Term.last

Right to Severance. In the event the Company terminates Executive’s employment Without Cause and if or the Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates appropriately terminates this Agreement for Good Reason as provided in a form acceptable to the Company Section 7(c): (a “Release of Claims”i) within a reasonable period of time specified by the Company and in compliance with applicable law, Three (3) months following such termination, then in addition to any accrued obligations payable under Section 7(d)(i) belowentry into this Agreement, the Company shall: i. Pay Executive shall be entitled to the Executive severance pay equal to six months of the Executive’s current Base Salary increasing to one year of Executive’s current Base Salary and Annual Bonus on the six month Anniversary of the Effective DateSalary, with the severance increasing by an amount equal to two years one month of Executive’s current Base Salary and Annual Bonus pay for each complete year of employment starting on the first Anniversary of the Effective Date and continuing until the severance is equal to one year of Executive’s Base Salary at which time the severance pay shall be capped at two years one year of Executive’s current Base Salary. For purposes of example only, if the Executive is terminated per the terms of this Section 7(d) one (1) year after the effective date, the severance shall be equal to seven (7) months of Executive’s Base Salary at that time and Annual Bonusif the Executive is terminated per the terms of this Section 7(d) ten (10) years after the Effective Date, less payroll deductions and all required withholdingsthe severance shall be equal to twelve (12) months of Executive’s Base Salary at that time. Payment of the severance shall be on a monthly basis, paid over time with the severance payable in equal amounts in accordance with the Company’s payroll practices in effect from time to time; (ii) Upon Termination, Executive shall have whatever rights he may then in effect; and ii. The Company shall notify Executive of any right have, if any, to continue group health plan continued medical insurance coverage sponsored by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law includingCOBRA; (iii) Certain Options issued to the Executive that have not then vested shall be forfeited in accordance with Section 5(c); (iv) Any Options that Executive has vested, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause exercised as of the last day date of termination shall be exercised by the TermExecutive within forty-five (45) days following termination or the Executive shall forfeit all rights to the non-executed vested Options; and (v) Except as provided above in this Section 7(d), the Executive shall receive no further compensation or benefits of any kind other than any salary or benefits earned or accrued but unpaid as of that date.

Right to Severance. In the event the Company terminates Executive’s 's employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “" Release of Claims”") within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i7(e)(i) below, the Company shall: i. (i) Pay to the Executive six months of the Executive’s current Base Salary increasing to one year of Executive’s current 's Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years of Executive’s current Base Salary and Annual BonusSalary, less payroll deductions and all required withholdings, paid over time in accordance with the Company’s 's payroll practices then in effect; and (ii. ) The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive’s Executive 's date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ ' s covered dependents, less the amount of Executive’s 's monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable such employment termination through the earlier of (i) the last day of the six or month for twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable irrevocable; and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(eSect ion 7(d), Executive’s 's termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s ' s employment by the Company without Cause as of the last day of the Term.

Right to Severance. In the event the Company terminates Executive’s employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i7(e)(i) below, the Company shall: i. (i) Pay to the Executive six months Executive, within thirty (30) days following the date of the termination, an amount equal to one times Executive’s current Base Salary increasing to one year of Executive’s current (determined after disregarding any reduction in Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years of Executive’s current Base Salary and Annual Bonusthat constitutes Good Reason), less payroll deductions and all required withholdings, paid over time ; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of December 31st of the then current fiscal year in accordance with respect of the fiscal year in which employment termination occurs based on the Company’s payroll practices then in effectachievement against the performance goals applicable to such year (after deeming any individual goals to be met at the target level), and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the date of such termination to (y) 365, payable as of the same time as annual bonuses are paid to other senior executives; and ii. The Company shall notify (iii) Notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s ’s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable such employment termination through the earlier of (i) the last day of the six or month during the first twelve (12) full calendar months (such period consistent with following the severance payment period set forth in Section 7(d)(i) above) date of termination, following the date the Release of Claims becomes effective and irrevocable and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e7(d), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause as of the last day of the Term.

Right to Severance. In the event the Company terminates Executive’s employment Without Cause or the Executive terminates employment for Good Reason as provided in Section 7(c) and if Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) within a reasonable period of time specified by the Company and in compliance with applicable law, following such termination, then in addition to any accrued obligations payable under Section 7(d)(i7(e)(i) below, the Company shall: i. Pay (i) Beginning six months following the Effective Date pay to the Executive six months of Base Salary, with the Executive’s current Base Salary severance increasing to one year of Executive’s current Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years one year of Executive’s current Base Salary and Annual BonusSalary, less payroll deductions and all required withholdings, paid over time in accordance with the Company’s payroll practices then in effect; and (ii. ) The Company shall notify Executive of any right to continue group health plan coverage sponsored by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law including, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Beginning six months following the Effective Date if Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e7(d), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause as of the last day of the Term.

Right to Severance. In the event the Company terminates Executive’s 's employment Without Cause and if or the Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates appropriately terminates this Agreement for Good Reason as provided in a form acceptable to the Company Section 7(c): (a “Release of Claims”i) within a reasonable period of time specified by the Company and in compliance with applicable law, Three (3) months following such termination, then in addition to any accrued obligations payable under Section 7(d)(i) belowentry into this Agreement, the Company shall: i. Pay Executive shall be entitled to the Executive severance pay equal to six months of the Executive’s current 's Base Salary increasing to one year of Executive’s current Base Salary and Annual Bonus on the six month Anniversary of the Effective DateSalary, with the severance increasing by an amount equal to two years one month of Executive’s current 's Base Salary and Annual Bonus pay for each complete year of employment starting on the first Anniversary of the Effective Date and continuing until the severance is equal to one year of Executive's Base Salary at which time the severance pay shall be capped at two years one year of Executive’s current 's Base Salary. For purposes of example only, if the Executive is terminated per the terms of this Section 7(d) one (1) year after the effective date, the severance shall be equal to seven (7) months of Executive's Base Salary at that time and Annual Bonusif the Executive is terminated per the terms of this Section 7(d) ten (10) years after the Effective Date, less payroll deductions and all required withholdingsthe severance shall be equal to twelve (12) months of Executive's Base Salary at that time. Payment of the severance shall be on a monthly basis, paid over time with the severance payable in equal amounts in accordance with the Company’s 's payroll practices in effect from time to time; (ii) Upon Termination, Executive shall have whatever rights he may then in effect; and ii. The Company shall notify Executive of any right have, if any, to continue group health plan continued medical insurance coverage sponsored by the Company immediately prior to Executive’s date of termination pursuant to the provisions of applicable law includingCOBRA; (iii) Certain Options issued to the Executive that have not then vested shall be forfeited in accordance with Section 5(c); (iv) Any Options that Executive has vested, but not limited to, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of the Executive’s employment by the Company without Cause exercised as of the last day date of termination shall be exercised by the TermExecutive within forty-five (45) days following termination or the Executive shall forfeit all rights to the non-executed vested Options; and (v) Except as provided above in this Section 7(d), the Executive shall receive no further compensation or benefits of any kind other than any salary or benefits earned or accrued but unpaid as of that date.

Right to Severance. In Subject to Section 7(e), in the event the Company terminates the Executive’s employment Without Cause and if pursuant to Section 7(b) or the Executive executes and does not revoke during any applicable revocation period a general release of all claims against the Company and its affiliates in a form acceptable appropriately terminates this Agreement for Good Reason pursuant to the Company (a “Release of Claims”) within a reasonable period of time specified by the Company and in compliance with applicable law, following such terminationSection 7(c), then in addition to any accrued obligations payable under Section 7(d)(i) below, the Company shalleither case: i. Pay (i) The Executive shall be entitled to the Executive six months of the Executive’s current Base Salary increasing severance pay equal to one year of Executive’s current his then Base Salary and Annual Bonus on the six month Anniversary of the Effective Date, with the severance increasing to two years of Executive’s current Base Salary and Annual Bonus on the first Anniversary of the Effective Date at which time the severance pay shall be capped at two years of Executive’s current Base Salary and Annual Bonus, less payroll deductions and all required withholdings, paid over time payable in equal amounts in accordance with the Company’s payroll practices then in effect; and ii. The Company shall notify Executive of any right effect from time to continue group health plan coverage sponsored by time during the Company immediately prior to Executive’s one-year period following his date of termination pursuant to the provisions termination; provided that, so long as it would not result in a violation of applicable law including, but not limited toCode Section 409A, the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects may elect to receive such continued healthcare coverageseverance pay in a single lump-sum as soon as administratively feasible following the day the Release (as defined below) becomes fully effective and non-revocable; (ii) The Executive shall be entitled to receive, on the applicable dates that annual bonus payments for the applicable year are made to other annual bonus recipients, (A) any unpaid Annual Bonus for the year prior to the year in which he terminates from employment with the Company, and (B) a payment in an amount equal to the prorated Annual Bonus to which he would otherwise have been entitled for the year in which his termination of employment occurs, with such prorated Annual Bonus amount determined by multiplying the full Annual Bonus amount by a fraction, the numerator of which is the number of days in the calendar year in which such termination occurs that elapsed prior to the date of the Executive’s termination of employment, and the denominator of which is three hundred and sixty-five (365); (iii) During the two-year period immediately following his termination or until the Executive and his qualifying dependents are provided with medical and dental coverage by another employer, whichever shall first occur (such earlier occurrence, the “Coverage Termination Occurrence”), the Company will continue to provide the Executive with medical and dental insurance coverage to the same extent and under the same conditions as provided to other senior executives of the Company, and thereafter the continuation coverage provisions of COBRA shall directly payapply; provided that, notwithstanding the foregoing, if the Company reasonably determines, in its sole discretion, that it cannot provide the coverage or reimburse Executive formake available the continuation coverage required by this Section 7(d)(ii) without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the premium for Executive and Company instead shall pay to the Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage prior to termination, for the period commencing on the first day of each month of until the first full calendar month following Coverage Termination Occurrence, a fully taxable cash payment (the “Special Payment”) equal to the amount of the monthly COBRA premium the Executive would then be required to pay to continue his and his dependents’ group medical and dental insurance coverage under the applicable plans or programs of the Company; and further provided that, in the event that the Company is unable to make the coverage required by this Section 7(d)(ii) available to the Executive and his dependents, the Executive shall have the right, but not the obligation, to use the Special Payment to obtain alternative medical and dental insurance coverage; (iv) Notwithstanding the individual terms thereof, any unvested options to purchase equity of the Company (“Options”) that are held by the Executive as of the date of his termination that would have become vested based solely on the Release passage of Claims becomes effective and irrevocable through the earlier of time (i) the last day of the six or twelve (12) full calendar months (such period consistent with the severance payment period set forth in Section 7(d)(i) above) following the date the Release of Claims becomes effective and irrevocable (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this subsection, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA or other applicable law. For purposes of this Section 7(e), Executive’s termination of employment at the end of the Term following an earlier notice of nonrenewal by the Company shall be treated as a termination of assuming the Executive’s employment with the Company had continued) and not on the achievement of performance criteria, shall become vested; (v) Notwithstanding the individual terms thereof, all vested Options held by the Executive as of the date of his termination (including, without limitation, those Options that become vested pursuant to Section 7(d)(iv)) shall remain outstanding until the date that they would have otherwise expired, determined as if the Executive had remained continuously employed by the Company without Cause through such expiration date; and (vi) Except as provided above in this Section 7(d), the Executive shall receive no further compensation or benefits of any kind other than any salary or benefits earned or accrued but unpaid as of the last day of the Termthat date.