Common use of Rights of Executive Upon Termination Clause in Contracts

Rights of Executive Upon Termination. (a) In the event that Executive's employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year. (b) In the event that Executive's employment is terminated (i) by the Company pursuant to Section 3.1(e) without Cause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date nine months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) a severance payment equal to nine months Base Salary payable in nine monthly, equal installments after termination; provided however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 months Base Salary plus one times the Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's ’s employment is terminated (i) pursuant to Sections 3.1(a) for any reason or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined)no reason, the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary (as of termination) through the date of termination, (B) any accrued but unused vacation (if and to the extent consistent with the Company’s policies), (C) any unreimbursed expenses, subject to any right of set-off, and (cD) if terminated pursuant it has not previously been paid to Sections 3.1(a) Executive, Executive shall be paid any Bonus that has been earned by Executive for any fiscal year ending prior to the effective date of such termination but not yet paid, any Bonus for the period in which termination occurred, prorated for the partial period, any rights under any benefit or equity plan, program or practice and his rights to indemnification and directors and officers liability insurance (b)collectively, the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year“Required Payments”). (b) 3.2.1.1 In the event that Executive's ’s employment is terminated (i) by the Company without Cause, in addition to the obligations of the Company pursuant to Section 3.1(e) without Cause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor)3.2 above, the Company shall have no further obligation to Executive under this Agreement except for also make a severance payment to Executive of (A) his accrued, but unpaid equal to twelve months Base Salary through the date (as of termination) (payable in twelve monthly, (B) any unreimbursed expensesequal installments after termination and beginning on the first business day of the month after which termination occurs). For purposes of the foregoing, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of “Cause” shall mean: (i) conviction of an offense involving an act of dishonesty, fraud or any other act of moral turpitude under the date nine months after the date provisions of Executive's termination and any Federal, State or local laws or ordinances; (ii) substantial and willful failure to perform specific and lawful written directives of the date on which Board; (iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body that is materially injurious to the Executive is eligible for comparable health benefits with another company financial condition of the Company; (iv) conviction of or business entityplea of guilty or nolo contendere to a felony; or (v) material breach of the terms of this Agreement by Executive; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor with regard to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 months after the date of Executive's termination and subclauses (ii) or (v) above, Executive may not be terminated for Cause unless and until the date on Chief Executive Officer of Parent has given him reasonable written notice of their intended actions and specifically describing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which the a cure is possible, 30 days to cure such breach; and provided further, however, that for purposes of determining whether any such Cause is present, no act or failure to act by Executive is eligible for comparable health benefits with another company shall be considered “willful” if done or business entity, (D) any Target Bonus that has not been paid from the prior performance year omitted to the extent the Board of Directors has determined be done by Executive in good faith and in the reasonable belief that such act or omission was in the best interest of the Company and/or required by applicable law. The foregoing shall not be deemed an exclusive list of all acts or omissions that the goals have been attainedCompany may consider as grounds for the termination of Executive’s employment, payable within but it is an exclusive list of the acts or omissions that shall be considered “Cause” for the termination of Executive’s employment by the Company. The Chief Executive Officer of Parent shall provide Executive with at least 30 days advance written notice detailing the basis for the termination of employment for Cause. During the date 30 day period after Executive has received such notice, Executive shall have an opportunity to cure or remedy such alleged Cause events and to present his case to the Chief Executive Officer of terminationParent (with the assistance of his own counsel, (Eat his expense) a severance payment equal before any termination for Cause is finalized. Executive shall continue to nine months Base Salary payable in nine monthly, equal installments after termination; receive the compensation and benefits provided however, that in the event Executive's by this Agreement until his employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 months Base Salary plus one times the Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicableactually terminated.

Rights of Executive Upon Termination. (a) In the event that Executive's employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year. (b) In the event that Executive's employment is terminated (i) by the Company pursuant to Section 3.1(e) without Causecause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date nine months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 months after the date of Executive's termination and and, (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) a severance payment equal to nine months one year Base Salary plus Target Bonus payable in nine 12 monthly, equal installments after termination; provided however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year 2 years following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 18 months Base Salary plus one and a half times the Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's ’s employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's ’s family COBRA health insurance premium (if continued coverage under COBRA is elected) and COBRA dental and vision premiums (if available under COBRA), that it paid during the Executive's ’s employment for at least 12 twelve (12) months after the date of Executive's ’s termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year. (b) In the event that Executive's ’s employment is terminated (i) by the Company pursuant to Section 3.1(e) without Cause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's ’s family COBRA health insurance premium that it paid during the Executive's ’s employment up until the earlier of (i) the date nine twelve (12) months after the date of Executive's ’s termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's ’s employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's ’s family COBRA health insurance premium that it paid during the Executive's ’s employment up until the earlier of (i) the date 12 twelve (12) months after the date of Executive's ’s termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) a severance payment equal to nine twelve (12) months Base Salary payable in nine twelve (12) monthly, equal installments after termination; provided however, that in the event Executive's ’s employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 fifteen (15) months Base Salary plus one and one half (1.5) times the annual Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options stock options and Restricted Stock Units as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's ’s employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's ’s family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's ’s employment for at least 12 months after the date of Executive's ’s termination and the Executive or his estate shall be entitled to a pro rata portion of the annual bonus that Executive would have received for the performance year in which his employment is terminated and any unpaid annual bonus from any prior performance year. (b) In the event that Executive's ’s employment is terminated (i) by the Company pursuant to Section 3.1(e) without Causecause, (ii) due to a resignation by Executive pursuant to Section 3.4 3.1(e) for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's ’s family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date nine months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's ’s employment up until the earlier of (i) the date 12 months after the date of Executive's ’s termination and and, (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus annual bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) one-half (1/2) of the pro rata annual bonus for the year of termination, whether or not there has been a determination that the goals have been earned or would have been earned if he remained in the employ of the Company through the end of the year, (F) a severance payment equal to nine months one year Base Salary payable in nine 12 monthly, equal installments after termination; provided however, that in the event Executive's ’s employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year 2 years following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 months Base Salary plus one times the Target BonusSalary, payable in a lump sum full within five business days of his termination, and (FG) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his her accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his her qualified beneficiaries) for the same portion of Executive's ’s family COBRA health insurance premium (if continued coverage under COBRA is elected) and COBRA dental and vision premiums (if available under COBRA), that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his her estate shall be entitled to any unpaid annual bonus from any prior performance year. (b) In the event that Executive's employment is terminated (i) by the Company pursuant to Section 3.1(e) without Cause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his her accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date nine twelve (12) months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 twelve (12) months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) a severance payment equal to nine twelve (12) months Base Salary payable in nine twelve (12) monthly, equal installments after termination; provided however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 fifteen (15) months Base Salary plus one and one half (1.5) times the annual Target Bonus, payable in a lump sum within five business days of his her termination, and (F) the accelerated vesting of the Shares underlying the Options and Restricted Stock Units as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's employment is terminated (i) pursuant to Sections 3.1(a) or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, and (c) if terminated pursuant to Sections 3.1(a) or (b), the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year. (b) In the event that Executive's employment is terminated (i) by the Company pursuant to Section 3.1(e) without Cause, (ii) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary through the date of termination, (B) any unreimbursed expenses, subject to any right of set-off, (C) in the event the Executive elects continued coverage under COBRA, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date nine 12 months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity; provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year two years following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 18 months after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors has determined in good faith that the goals have been attained, payable within 30 days of the date of termination, (E) a severance payment equal to nine months one year Base Salary plus Target Bonus payable in nine 12 monthly, equal installments after termination; provided provided, however, that in the event Executive's employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year two years following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 18 months Base Salary plus one and a half times the Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicable.

Rights of Executive Upon Termination. (a) In the event that Executive's ’s employment is terminated (i) pursuant to Sections 3.1(a) for any reason or (b), (ii) by the Company pursuant to Section 3.1(c), (iii) by the Company with Cause pursuant to Section 3.1(d) or (iv) due to a resignation by Executive pursuant to Section 3.1(e) without Good Reason (as defined)no reason, the Company shall have no further obligation to Executive under this Agreement except for payment to Executive of (A) his accrued, but unpaid Base Salary (as of termination) through the date of termination, (B) any accrued but unused vacation (if and to the extent consistent with the Company’s policies), (C) any unreimbursed expenses, subject to any right of set-off, and (cD) if terminated pursuant it has not previously been paid to Sections 3.1(a) Executive, Executive shall be paid any Bonus that has been earned by Executive for any fiscal year ending prior to the effective date of such termination but not yet paid; any Bonus for the period in which termination occurred, prorated for the partial period with the amount, if any, based on actual performance and paid when bonuses for the applicable period are paid to other senior executives of Parent or the Company; any rights under any benefit or equity or long-term incentive plan, program or practice; and his rights to indemnification and directors and officers liability insurance (b)collectively, the Company will reimburse Executive (or his qualified beneficiaries) for the same portion of Executive's family COBRA health insurance premium (if continued coverage under COBRA is elected) that it paid during the Executive's employment for at least 12 months after the date of Executive's termination and the Executive or his estate shall be entitled to any unpaid annual bonus from any prior performance year“Required Payments”). (b) 3.2.1 In the event that Executive's ’s employment is terminated (i) by the Company without Cause, in addition to the obligations of the Company pursuant to Section 3.1(e) without Cause3.2 above, (iiA) due to a resignation by Executive pursuant to Section 3.4 for Good Reason or (iii) any termination resulting from a Change of Control in which this Agreement is not assumed by the successor to the Company (if assumption is required for this Agreement to be binding upon such successor), the Company shall have no further obligation to Executive under this Agreement except for also make a severance payment to Executive of (A) his accrued, but unpaid equal to 12 months Base Salary through the date (as of termination) (payable in 12 monthly, equal installments after termination and beginning on 55th day after which termination occurs), (B) any unreimbursed expenses, subject to any right unvested portion of set-off, the Restricted Stock Award shall immediately vest and become transferable and (C) in any unvested Performance Shares will continue to vest without regard to Executive’s continued employment. For purposes of the event the Executive elects continued coverage under COBRAforegoing, the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of “Cause” shall mean: (i) substantial and willful failure to perform specific and lawful written directives of the date nine months after the date of Executive's termination and Board; (ii) willful and knowing violation of any rules or regulations of any governmental or regulatory body (a “Governmental Body”) that is materially injurious to the date on which financial condition of the Executive is eligible for comparable health benefits with another company Company; (iii) conviction of or business entityplea of guilty or nolo contendere to a felony; or (iv) material breach of the terms of this Agreement by Executive; provided, however, that Executive may not be terminated for Cause unless and until the Chief Executive Officer of Parent has given him reasonable written notice of their intended actions and specifically describing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is possible, 30 days to cure such breach; and provided further, however, that for purposes of determining whether any such Cause is present, no act or failure to act by Executive shall be considered “willful” if done or omitted to be done by Executive in good faith and in the event Executive's employment is terminated reasonable belief that such act or omission was in the best interest of the Company and/or required by applicable law. The Chief Executive Officer of Parent shall provide Executive with at least 30 days advance written notice detailing the basis for the reasons stated above in this Section 3.2(b) immediately preceding or termination of employment for Cause. If the Chief Executive Officer of Parent does not provide such notice within one year following a Change of Control (including, without limitation, the failure of a successor to assume), the Company will reimburse Executive for the same portion of Executive's family COBRA health insurance premium that it paid during the Executive's employment up until the earlier of (i) the date 12 months 90 days after the date of Executive's termination and (ii) the date on which the Executive is eligible for comparable health benefits with another company or business entity, (D) any Target Bonus that has not been paid from the prior performance year to the extent the Board of Directors Parent has determined in good faith actual knowledge that the goals have been attainedan event constituting Cause has occurred, payable within 30 days of the date of termination, (E) a severance payment equal to nine months Base Salary payable in nine monthly, equal installments after termination; provided however, that in the event Executive's will no longer constitute Cause. During the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure or remedy such alleged Cause events and to present his case to the Chief Executive Officer of Parent (with the assistance of his own counsel, at his expense) before any termination for Cause is finalized. Executive shall continue to receive the compensation and benefits provided by this Agreement until his employment is terminated for the reasons stated above in this Section 3.2(b) immediately preceding or within one year following a Change of Control (including, without limitation, the failure of a successor to assume), such severance payment will be equal to 12 months Base Salary plus one times the Target Bonus, payable in a lump sum within five business days of his termination, and (F) the accelerated vesting of the Shares underlying the Options as provided under Section 2.5, as applicableactually terminated.