Common use of Rights on Termination of Employment Clause in Contracts

Rights on Termination of Employment. (a) If your employment is terminated (x) by any entity that is a member of the Company Group without Cause (as defined below) (other than due to death or disability) or (y) by you for Good Reason (as defined below), in each case, subject to (A) your execution, delivery and non-revocation of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date and (B) your compliance with the restrictive covenants set forth in that certain Confidentiality and Restrictive Covenant Agreement, dated January 17, 2008, by and between the Company and you (the “Restrictive Covenant Agreement”) (clauses (A) and (B), collectively, the “Conditions”), you shall be entitled to receive an aggregate amount (such aggregate amount, the “Severance Payment”) equal to two (2) times your base salary as in effect on the termination date, which amount shall be payable by the Company in equal monthly installments over a twenty-four (24) month period commencing on the Payment Commencement Date (as defined below) (assuming you have not revoked the Release prior to such date). The Company will commence paying the Severance Payment on the 60th day following your termination of employment (such date, the “Payment Commencement Date”) (with payments in arrears from the termination date). (b) In addition to the Severance Payment and subject to the Conditions, if your employment is terminated (x) by any entity that is a member of the Company Group without Cause (other than due to death or disability) or (y) by you for Good Reason, in each case, (1) you and your spouse and eligible dependents, to the extent applicable (to the extent covered immediately prior to such termination) will continue to be eligible to participate in the Company Group’s medical plan(s) for which you were eligible immediately prior to the termination date for an eighteen (18) month period following the termination date (such period, the “Continuation Coverage Period”) and (2) following the Continuation Coverage Period, for a period of six (6) months immediately thereafter, you will be entitled to receive, on the first business day of each month, an amount equal to the premium subsidy the Company Group would have otherwise paid on your behalf for medical coverage if you had been actively employed during such six (6) month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, will run concurrently with the Continuation Coverage Period. (c) In the event of a breach of the restrictive covenants set forth in the Restrictive Covenant Agreement, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the payments and benefits set forth in clauses (a) and (b) above and (y) you will be required to promptly pay the Company a lump sum amount equal to the sum of all payments previously made to you hereunder. Your forfeiture of the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may have at law or in equity, or pursuant to this Letter Agreement or the Restrictive Covenant Agreement, to enforce the provisions of this Letter Agreement or the Restrictive Covenant Agreement. (d) For purposes of this Letter Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines that any one or more of the following events has occurred while employed by the Company Group: (i) your engagement in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) your continued failure to substantially perform your duties to any entity that is a member of the Company Group, (iii) your repeated dishonesty in the performance of your duties to any entity that is a member of the Company Group, (iv) your commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) your engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by you of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s xxxxxxx xxxxxxx policy, or (vii) the material breach by you of any of the provisions of any agreement between you, on the one hand, and any entity that is a member of the Company Group, on the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company Group in good faith, which determination shall be conclusive for purposes of this Letter Agreement. (e) For purposes of this Letter Agreement, “Good Reason” shall mean, without your consent, a change by the applicable entity that is a member of the Company Group in your duties and responsibilities which is materially inconsistent with your position at the applicable entity that is a member of the Company Group, or a material reduction in your annual base salary (excluding any reduction in your salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); provided that, notwithstanding anything to the contrary in the foregoing, you shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from you specifying such act, so long as such notice is provided within thirty (30) business days after such event has first occurred.

Rights on Termination of Employment. (a) If your Executive’s employment with the Company Group is terminated (x) by any entity that is a member of the Company Group without Cause (as defined below) (other than due to death or disability) or (y) by you Executive for Good Reason (as defined below), in each case, subject to (A) your Executive’s execution, delivery and non-revocation of a general waiver and release of claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date of Executive’s employment and (B) your Executive’s compliance with the restrictive covenants (the “Covenants”) set forth in that certain Confidentiality and Restrictive Covenant Agreement, dated January 17, 2008, by and between the Company and you Executive, (the “Restrictive Covenant Agreement”), provided that, solely for purposes of the non-competition covenant set forth in Section 6 of the Restrictive Covenant Agreement and the non-solicitation covenants set forth in Sections 7 and 8 of the Restrictive Covenant Agreement, the length of the “Non-Competition Period” (as the term is defined in the Restrictive Covenant Agreement) shall be 18 months following the termination of Executive’s employment (clauses (A) and (B), collectively, the “Conditions”), you Executive shall be entitled to receive receive: (x) acceleration of the vesting in full of all of the Executive’s then-outstanding equity awards as of the termination date of the Executive’s employment; and (y) an aggregate amount (such aggregate amount, the “Severance Payment”) equal to (i) two (2) times your Executive’s annual base salary as in effect on the termination date; plus (ii) one (1) times Executive’s Target Bonus (as such term is defined in the FXCM Inc. Annual Incentive Bonus Plan applicable to the Executive for 2015-2016, or, with respect to any later year, the successor annual incentive bonus plan applicable to the Executive for the year of termination, if any (the “Annual Incentive Bonus Plan”)) in effect for the year in which the termination occurs, which amount shall be payable by the Company in equal monthly installments over a twenty-four single lump sum cash payment paid sixty (2460) month period commencing on days after the Payment Commencement Date (as defined below) (assuming you have termination date, provided the Executive has executed and not revoked the Release prior to such date). The Company will commence paying the Severance Payment on shall be a joint and several obligation of each member of the 60th day following your termination of employment (such date, the “Payment Commencement Date”) (with payments in arrears from the termination date)Company Group. (b) In addition to the Severance Payment Payment, and subject to the Conditions, if your employment is terminated the Executive shall be entitled to receive a payment equal to twenty four (x24) by any entity that is a member times the required monthly premium (as in effect on the date of the Company Group without Cause (other than due to death or disabilityExecutive’s termination) or (y) by you for Good Reason, in each case, (1) you and your spouse and eligible dependentsCOBRA health care continuation coverage for the Executive and, to the extent applicable (to covered on the extent covered immediately prior to such date of termination) will continue to be eligible to participate in , the Executive’s family, under the Company Group’s medical plan(s) for plan in which you were eligible Executive participates immediately prior to the termination date for an eighteen (18) month period following termination, which amount shall be payable by the termination date (such periodCompany in a single lump sum cash payment at the same time, the “Continuation Coverage Period”) and (2) following the Continuation Coverage Period, for a period of six (6) months immediately thereafter, you will be entitled to receive, on the first business day same conditions, as the Severance Payment. The additional payment described in this Section 1(b) shall be a joint and several obligation of each month, an amount equal to the premium subsidy member of the Company Group would have otherwise paid on your behalf for medical coverage if you had been actively employed during such six (6) month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, will run concurrently with the Continuation Coverage PeriodGroup. (c) In the event of a breach of the restrictive covenants set forth in the Restrictive Covenant AgreementCovenants, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the payments and benefits set forth in clauses (a) and (b) above and (y) you Executive will be required to promptly pay the Company a lump sum amount equal to the sum of all payments previously made to you Executive hereunder. Your Executive’s forfeiture of the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may have at law or in equity, or pursuant to this Letter Amended Severance Agreement or the Restrictive Covenant Agreement, to enforce the provisions of this Letter Amended Severance Agreement or the Restrictive Covenant Agreement. (d) For purposes of this Letter Amended Severance Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines that any one or more of the following events has occurred while employed by the Company Group: (i) your Executive’s engagement in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) your Executive’s continued failure to substantially perform your Executive’s duties to any entity that is a member of the Company Group, (iii) your Executive’s repeated dishonesty in the performance of your Executive’s duties to any entity that is a member of the Company Group, (iv) your Executive’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) your Executive’s engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by you Executive of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s xxxxxxx ixxxxxx xxxxxxx policy, or (vii) the material breach by you Executive of any of the provisions of any agreement between youExecutive, on the one hand, and any entity that is a member of the Company Group, on the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company Group in good faith, which determination shall be conclusive for purposes of this Letter Amended Severance Agreement. (e) For purposes of this Letter Agreement, “Good Reason” shall mean, without your consent, a change by the applicable entity that is a member of the Company Group in your duties and responsibilities which is materially inconsistent with your position at the applicable entity that is a member of the Company Group, or a material reduction in your annual base salary (excluding any reduction in your salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); provided that, notwithstanding anything to the contrary in the foregoing, you shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from you specifying such act, so long as such notice is provided within thirty (30) business days after such event has first occurred.

Rights on Termination of Employment. a. Executive shall have the rights and benefits described below (hereinafter "Termination Benefits"), in the event Executive's employment is terminated as follows: (1) NVI terminates Executive's employment, either with or without cause at any time, for any reason, including but not limited to Executive's voluntary or involuntary inability or failure to perform his duties hereunder; or (2) Executive terminates his employment for any of the following reasons: (a) If your employment a change of job duties, title or responsibility from those described in paragraph 4; (b) Executive is terminated removed from, or not re-elected to the Board of Directors, or is removed as Chairman of the Board of Directors; (xc) by any entity that there is a member change in the organizational structure of NVI, i.e., who Executive reports to or who reports to him; (d) NVI for any reason decreases the Company Group without Cause salary, benefits or compensation to Executive; (as defined belowe) Executive is required to travel more than fifty (50) miles from his principal residence to the principal offices of NVI; or (f) there is an acquisition or merger of NVI. b. Executive shall not have Termination Benefits if he voluntarily terminates his employment for any reason other than due to death or disability) or (y) by you for Good Reason (as defined below), in each case, subject to (A) your execution, delivery and non-revocation of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date and (B) your compliance with the restrictive covenants set forth in that certain Confidentiality and Restrictive Covenant Agreement, dated January 17, 2008, by and between above. c. Executive's Termination Benefits are as follows: (1) NVI shall continue to pay Executive his salary for a period of thirty-six (36) months from the Company and you (the “Restrictive Covenant Agreement”) (clauses (A) and (B), collectively, the “Conditions”), you shall be entitled to receive an aggregate amount (such aggregate amount, the “Severance Payment”) equal to two date of termination of employment. EMPLOYMENT AGREEMENT PAGE 5 --------------------------- (2) times your base salary as in effect on the termination date, which amount NVI shall be payable by the Company in equal monthly installments over a twenty-four (24) month period commencing on the Payment Commencement Date (as defined below) (assuming you have not revoked the Release prior to such date). The Company will commence paying the Severance Payment on the 60th day following your termination of employment (such date, the “Payment Commencement Date”) (with payments in arrears from the termination date). (b) In addition to the Severance Payment and subject to the Conditions, if your employment is terminated (x) by any entity that is a member of the Company Group without Cause (other than due to death or disability) or (y) by you for Good Reason, in each case, (1) you and your spouse and eligible dependents, to the extent applicable (to the extent covered immediately prior to such termination) will continue to be eligible pay and/or provide to participate Executive all Health, medical, disability, life insurance and other benefits described in the Company Group’s medical plan(s) for which you were eligible immediately prior to the termination date for an eighteen (18) month period following the termination date (such period, the “Continuation Coverage Period”) and (2) following the Continuation Coverage Periodparagraph 10., for a period of thirty-six (36) months from the date of termination of employment. (3) NVI shall continue to pay and/or provide to Executive the car allowance/automobile lease described in paragraph 7., for a period of thirty-six (36) months from the date of termination. (4) Stock options shall continue to vest and be exercisable for --- -- ----------- a period of thirty-six (36) months from the notice of termination for the stock options granted prior to the notice of termination. (5) NVI shall pay Executive for accrued but unused vacation time vested as of the date of termination of his employment. (6) months immediately thereafter, you will The termination benefits described herein shall be entitled measured by the highest level of salary and other benefits paid to receive, or on the first business day behalf of each month, an amount equal to the premium subsidy the Company Group would have otherwise paid on your behalf for medical coverage if you had been actively employed during such six (6) month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, will run concurrently with the Continuation Coverage PeriodExecutive. (c7) In All Reorganization Consideration (described below) which would have been payable to Executive hereinunder, if Executive's employment had continued, for a period of forty-eight (48) months after the event date of a breach termination of employment. d. The parties acknowledge that any public discussion of the restrictive covenants set forth in the Restrictive Covenant Agreement, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the payments and benefits set forth in clauses (a) and (b) above and (y) you will be required to promptly pay the Company a lump sum amount equal circumstances pertaining to the sum parties' termination of all payments previously made their relationship would be counter productive to you hereunderthe interests of either party. Your forfeiture of The parties therefore agree to refrain from making any negative, disparaging or defamatory remarks about the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may have at law or in equityparty, or pursuant to this Letter Agreement or the Restrictive Covenant Agreement, to enforce the provisions of this Letter Agreement or the Restrictive Covenant Agreement. (d) For purposes of this Letter Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines that any one or more of the following events has occurred while employed by the Company Group: (i) your engagement in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) your continued failure to substantially perform your duties to any entity that is a member of the Company Group, (iii) your repeated dishonesty in the performance of your duties to any entity that is a member of the Company Group, (iv) your commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) your engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by you of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s xxxxxxx xxxxxxx policy, or (vii) the material breach by you of any of the provisions of any agreement between you, on the one hand, and any entity that is a member of the Company Group, on interfere with the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company Group in good faith, which determination shall be conclusive for purposes of this Letter Agreementparty's prospective economic gain. (e) For purposes of this Letter Agreement, “Good Reason” shall mean, without your consent, a change by the applicable entity that is a member of the Company Group in your duties and responsibilities which is materially inconsistent with your position at the applicable entity that is a member of the Company Group, or a material reduction in your annual base salary (excluding any reduction in your salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); provided that, notwithstanding anything to the contrary in the foregoing, you shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from you specifying such act, so long as such notice is provided within thirty (30) business days after such event has first occurred.

Rights on Termination of Employment. (a) If your Executive’s employment with the Company Group is terminated (x) by any entity that is a member of the Company Group without Cause (as defined below) (other than due to death or disability) or (y) by you Executive for Good Reason (as defined below), in each case, subject to (A) your Executive’s execution, delivery and non-revocation of a general waiver and release of claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date of Executive’s employment and (B) your Executive’s compliance with the restrictive covenants set forth in that certain Confidentiality Schedule A hereto (which is incorporated herein and Restrictive Covenant made a part hereof by reference), any applicable Company Employee Proprietary Information, Inventions, Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 17and any other similar covenants that may apply to the Executive under any agreement, 2008policy or other Company Group document (collectively, by and between the “Covenants”), provided that, in all cases where more than one Covenant covers similar subject matter, the Covenant providing greater benefits to the Company and you (the “Restrictive Covenant Agreement”) shall always apply (clauses (A) and (B), collectively, the “Conditions”), you Executive shall be entitled to receive receive: (x) acceleration of the vesting in full of all of the Executive’s then-outstanding equity awards as of the termination date of the Executive’s employment; and (y) an aggregate amount (such aggregate amount, the “Severance Payment”) equal to two (2i) one (1) times your Executive’s annual base salary as in effect on the termination date; plus (ii) one (1) times Executive’s Target Bonus (as such term is defined in the FXCM Inc. Annual Incentive Bonus Plan applicable to the Executive for 2015-2016, or, with respect to any later year, the successor annual incentive bonus plan applicable to the Executive for the year of termination, if any (the “Annual Incentive Bonus Plan”)) in effect for the year in which the termination occurs, which amount shall be payable by the Company in equal monthly installments over a twenty-four single lump sum cash payment paid sixty (2460) month period commencing on days after the Payment Commencement Date (as defined below) (assuming you have termination date, provided the Executive has executed and not revoked the Release prior to such date). The Company will commence paying the Severance Payment on shall be a joint and several obligation of each member of the 60th day following your termination of employment (such date, the “Payment Commencement Date”) (with payments in arrears from the termination date)Company Group. (b) In addition to the Severance Payment Payment, and subject to the Conditions, if your employment is terminated the Executive shall be entitled to receive a payment equal to twelve (x12) by any entity that is a member times the required monthly premium (as in effect on the date of the Company Group without Cause (other than due to death or disabilityExecutive’s termination) or (y) by you for Good Reason, in each case, (1) you and your spouse and eligible dependentsCOBRA health care continuation coverage for the Executive and, to the extent covered as of the date of termination, the Executive’s family, less the applicable (to the extent covered immediately prior to employee contribution for such termination) will continue to be eligible to participate in coverage, under the Company Group’s medical plan(s) for plan in which you were eligible Executive participates immediately prior to the termination date for an eighteen (18) month period following termination, which amount shall be payable by the termination date (such periodCompany in a single lump sum cash payment at the same time, the “Continuation Coverage Period”) and (2) following the Continuation Coverage Period, for a period of six (6) months immediately thereafter, you will be entitled to receive, on the first business day same conditions, as the Severance Payment. The additional payment described in this Section 1(b) shall be a joint and several obligation of each month, an amount equal to the premium subsidy member of the Company Group would have otherwise paid on your behalf for medical coverage if you had been actively employed during such six (6) month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, will run concurrently with the Continuation Coverage PeriodGroup. (c) In the event of a breach of the restrictive covenants set forth in the Restrictive Covenant AgreementCovenants, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the payments and benefits set forth in clauses (a) and (b) above and (y) you Executive will be required to promptly pay the Company a lump sum amount equal to the sum of all payments previously made to you Executive hereunder. Your Executive’s forfeiture of the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may have at law or in equity, or pursuant to this Letter Severance Agreement or the Restrictive Covenant Agreementany agreement, policy or other Company Group document, to enforce the provisions of this Letter Severance Agreement or the Restrictive Covenant Agreementsuch other document. (d) For purposes of this Letter Severance Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines that any one or more of the following events has occurred while employed by the Company Group: (i) your Executive’s engagement in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) your Executive’s continued failure to substantially perform your Executive’s duties to any entity that is a member of the Company Group, (iii) your Executive’s repeated dishonesty in the performance of your Executive’s duties to any entity that is a member of the Company Group, (iv) your Executive’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) your Executive’s engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by you Executive of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s xxxxxxx ixxxxxx xxxxxxx policy, or (vii) the material breach by you Executive of any of the provisions of any agreement between youExecutive, on the one hand, and any entity that is a member of the Company Group, on the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company Group in good faith, which determination shall be conclusive for purposes of this Letter Severance Agreement. (e) For purposes of this Letter Severance Agreement, “Good Reason” shall meanmean (i) sale, divestiture or other disposition (whether in a single transaction or series of transactions) of the assets and operations of one or more members of the Company Group which, in the aggregate, results in the disposition of the essential operating capabilities of the Company Group; or (ii) without your Executive’s consent, a change by the applicable entity that is a member of the Company Group in your Executive’s duties and responsibilities which is materially inconsistent with your Executive’s position at the applicable entity that is a member of with the Company Group, or a material reduction in your Executive’s annual base salary (excluding any salary, a reduction in your salary that is part of the Executive’s Target Bonus under the Annual Incentive Bonus Plan for the 2015 and 2016 calendar years, or, for the 2017 and subsequent calendar years, a plan to reduce salaries of comparably situated employees of any entity that is reduction in the Executive’s Target Bonus under the Annual Incentive Bonus Plan for a member of the Company Group generally)calendar year (if any) after such Target Bonus has been established in writing for such year; provided that, notwithstanding anything to the contrary in the foregoing, you Executive shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from you Executive specifying such act, so long as and any such notice is claiming “Good Reason” must in all events be provided within thirty (30) business days after such event has first occurred.

Rights on Termination of Employment. (a) If your employment is terminated (x) by any entity that is a member of the Company Group without Cause (as defined below) (other than due to death or disability) or (y) by you for Good Reason (as defined below), in each case, subject to (A) your execution, delivery and non-revocation of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date and (B) your compliance with the restrictive covenants set forth in that certain Confidentiality and Restrictive Covenant Agreement, dated January 17, 2008, by and between the Company and you (the “Restrictive Covenant Agreement”) (clauses (A) and (B), collectively, the “Conditions”), you shall be entitled to receive an aggregate amount (such aggregate amount, the “Severance Payment”) equal to two (2) times your base salary as in effect on the termination date, which amount shall be payable by the Company in equal monthly installments over a twenty-four (24) month period commencing on the Payment Commencement Date (as defined below) (assuming you have not revoked the Release prior to such date). The Company will commence paying the Severance Payment on the 60th day following your termination of employment (such date, the “Payment Commencement Date”) (with payments in arrears from the termination date). (b) In addition to the Severance Payment and subject to the Conditions, if your employment is terminated (x) by any entity that is a member of the Company Group without Cause (other than due to death or disability) or (y) by you for Good Reason, in each case, (1) you and your spouse and eligible dependents, to the extent applicable (to the extent covered immediately prior to such termination) will continue to be eligible to participate in the Company Group’s medical plan(s) for which you were eligible immediately prior to the termination date for an eighteen (18) month period following the termination date (such period, the “Continuation Coverage Period”) and (2) following the Continuation Coverage Period, for a period of six (6) months immediately thereafter, you will be entitled to receive, on the first business day of each month, an amount equal to the premium subsidy the Company Group would have otherwise paid on your behalf for medical coverage if you had been actively employed during such six (6) month period. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, will run concurrently with the Continuation Coverage Period. (c) In the event of a breach of the restrictive covenants set forth in the Restrictive Covenant Agreement, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the payments and benefits set forth in clauses (a) and (b) above and (y) you will be required to promptly pay the Company a lump sum amount equal to the sum of all payments previously made to you hereunder. Your forfeiture of the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may have at law or in equity, or pursuant to this Letter Agreement or the Restrictive Covenant Agreement, to enforce the provisions of this Letter Agreement or the Restrictive Covenant Agreement. (d) For purposes of this Letter Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines that any one or more of the following events has occurred while employed by the Company Group: (i) your engagement in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) your continued failure to substantially perform your duties to any entity that is a member of the Company Group, (iii) your repeated dishonesty in the performance of your duties to any entity that is a member of the Company Group, (iv) your commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v) your engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental regulation involving securities, (vi) the violation by you of a written company policy regarding employment, including substance abuse, sexual harassment or discrimination, or the Company’s xxxxxxx xxxxxxx policy, or (vii) the material breach by you of any of the provisions of any agreement between you, on the one hand, and any entity that is a member of the Company Group, on the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company Group in good faith, which determination shall be conclusive for purposes of this Letter Agreement. (e) For purposes of this Letter Agreement, “Good Reason” shall mean, without your consent, a change by the applicable entity that is a member of the Company Group in your duties and responsibilities which is materially inconsistent with your position at the applicable entity that is a member of the Company Group, or a material reduction in your annual base salary (excluding any reduction in your salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); provided that, notwithstanding anything to the contrary in the foregoing, you shall only have “Good Reason” to terminate employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following such entity’s receipt of written notice from you specifying such act, so long as such notice is provided within thirty (30) business days after such event has first occurred.