Common use of Severance and other Matters Related to Termination; Change of Control Clause in Contracts

Severance and other Matters Related to Termination; Change of Control. (a) Termination by the Company without Cause or by Executive for Good Reason Prior to or More than Twelve Months Following a Change of Control. Subject to Sections 8(d), 8(e) and 9(b) below and Exhibit A attached hereto, in the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) of this Agreement or by Executive for Good Reason pursuant to Section 7(c) of this Agreement, in either case prior to or more than twelve (12) months following a Change of Control, in addition to the Accrued Compensation (as defined below), and further provided that Executive has been employed by the Company for at least one year prior to the termination date, the Company shall provide Executive with the severance payments and benefits specified below: (i) the Company shall continue to pay to Executive Executive’s Base Salary, at the rate then in effect and payable in approximately equal installments in accordance with the Company’s regular payroll practices as then in effect, for a period of nine (9) months commencing at the time set forth in Section 8(d) hereof; and ActiveUS 186907272​ ​ (ii) subject to Executive’s eligibility for and timely election to continue participation in the Company’s group health and dental plans under COBRA or similar applicable state law and to Executive’s copayment of premium amounts at the active employees’ rate, and only for so long as Executive is eligible for such coverage through COBRA or similar applicable state law, the Company shall continue to pay the employer portion of the premiums for the Company’s group health and dental program for Executive in order to allow Executive to continue to participate in the Company’s group health and dental program for nine (9) months following the date of Executive’s termination of employment, or, if earlier, until the date Executive becomes eligible to enroll in such plans of any new employer, unless the Company’s provision of such payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply.

Severance and other Matters Related to Termination; Change of Control. (a) Termination by the Company without Cause or by Executive for Good Reason Prior to or More than Twelve Months Following a Change of Control. Subject to Sections 8(d), 8(e) and 9(b) below and Exhibit A attached hereto, in the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) of this Agreement or by Executive for Good Reason pursuant to Section 7(c) of this Agreement, in either case prior to or more than twelve (12) months following a Change of Control, in addition to the Accrued Compensation (as defined below), and further provided that Executive has been employed by the Company for at least one year prior to the termination date, the Company shall provide Executive with the severance payments and benefits specified below: (i) the Company shall continue to pay to Executive Executive’s Base Salary, at the rate then in effect and payable in approximately equal installments in accordance with the Company’s regular payroll practices as then in effect, for a period of nine (9) months commencing at the time set forth in Section 8(d) hereof; and ActiveUS 186907272​ ​and (ii) subject to Executive’s eligibility for and timely election to continue participation in the Company’s group health and dental plans under COBRA or similar applicable state law and to Executive’s copayment of premium amounts at the active employees’ rate, and only for so long as Executive is eligible for such coverage through COBRA or similar applicable state law, the Company shall continue to pay the employer portion of the premiums for the Company’s group health ActiveUS 186907272​ ​ and dental program for Executive in order to allow Executive to continue to participate in the Company’s group health and dental program for nine (9) months following the date of Executive’s termination of employment, or, if earlier, until the date Executive becomes eligible to enroll in such plans of any new employer, unless the Company’s provision of such payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply.