Severance Release. (i) In the event of, and only upon, the termination of the employment of Employee under this Agreement pursuant to: (A) Section 5(a)(v) and either (x) Employee has not been offered post-Change of Control employment by the Company or any successor entity; or (y) if offered post-Change of Control employment by the Company or any successor entity, the position offered to Employee would result in a material reduction in Employee’s duties, authority or responsibilities as in effect immediately prior to such Change of Control; or (B) Section 5(a)(vi), then Employee shall be entitled to receive (I) his Base Salary and the amount of any Cash Bonus earned hereunder but unpaid through the date of such termination, any benefits referred to in the first sentence of Section 4(a) in which Employee has a vested right under the terms and conditions of the employee benefit plan pursuant to which such benefits were granted (“Vested Benefits”), and (II) (a) severance in an amount equal to Employee’s then current Base Salary for 12 months payable in equal installments, less applicable taxes and withholdings, pursuant to the Company’s normal payroll procedures over 12 months as provided herein, and (b) provided Employee timely elects, and remains eligible for, continued group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), reimburse Employee, on a monthly basis upon presentation of proof of payment by Employee, for COBRA premiums in an amount such that Employee’s net cost (after tax) for continued health insurance coverage is the same as Employee’s cost for such benefits as in effect on the date of termination and such reimbursement shall continue until the earlier of: (i) the date that is 12 months after the date of termination, and (ii) the date Employee becomes eligible for health benefits through another employer or otherwise become ineligible for COBRA (the “Termination Benefits”). Any severance payments due hereunder shall commence as soon as administratively feasible within 60 days after Employee’s termination of employment provided Employee has timely executed and returned the Release referred to in Section 5(e)(iii) and, if a revocation period is applicable, Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. To the full extent permitted by Code section 409A, it is intended that any severance amount shall be exempt from the requirements of Code section 409A by reason of either (1) the exemption set forth in Treas. Regs. 1.409A-1(b)(9)(iii) or (2) the short-term deferral rule under Treas. Regs. 1.409A-1(b)(4).
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Severance Release. (i) In the event of, and only upon, the termination of the employment of Employee under this Agreement pursuant to: (A) Section 5(a)(v) and either (x) Employee has not been offered post-Change of Control employment by the Company or any successor entity; or (y) if offered post-Change of Control employment by the Company or any successor entity, the position offered to Employee would result in a material reduction in Employee’s duties, authority or responsibilities as in effect immediately prior to such Change of Control; or (B) Section 5(a)(vi), then the Employee shall be entitled to receive (I) his Base Salary and the amount of any Cash Bonus earned hereunder but unpaid through the date of such termination, any benefits referred to in the first sentence of Section 4(a) in which Employee has a vested right under the terms and conditions of the employee benefit plan pursuant to which such benefits were granted (“Vested Benefits”), and (II) (a) and, in each case, subject to the provisions of this Section 5(e), severance in an amount equal to Employee’s then current Base Salary for 12 twelve (12) months payable in equal installments, less applicable taxes and withholdings, pursuant to the Company’s normal payroll procedures over 12 months as provided herein, and herein (b) provided Employee timely elects, and remains eligible for, continued group health plan benefits the “Severance Payment”). Notwithstanding anything to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. contrary in this Agreement, Employee shall not be entitled to the Severance Payment in the event that (commonly known as “COBRA”), reimburse Employee, on a monthly basis upon presentation of proof of payment by Employee, for COBRA premiums in an amount such that i) the Company terminates the Employee’s net cost employment without cause within 30 days of proceeding to discontinue or wind up its operations or to liquidate its assets; or (after taxii) for continued health insurance coverage is the same as Employee’s cost employment with the Company terminates within one year of the Effective Date, in which case Employee shall be paid a severance equal to his then current Base Salary for such benefits as in effect on one (1) month, plus his Base Salary and Cash Bonus earned but not yet paid through the date of termination, reimbursable expenses incurred but not yet reimbursed through the date of termination and such reimbursement shall continue until the earlier of: (i) the date that is 12 months after the date of termination, and (ii) the date Employee becomes eligible for health benefits through another employer or otherwise become ineligible for COBRA (the “Termination any Vested Benefits”). Any severance payments due hereunder shall commence as soon as administratively feasible within 60 days after Employee’s termination of employment provided Employee has timely executed and returned the Release referred to in Section 5(e)(iii) and, if a revocation period is applicable, Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. To the full extent permitted by Code section 409A, it is intended that any severance amount shall be exempt from the requirements of Code section 409A by reason of either (1) the exemption set forth in Treas. Regs. 1.409A-1(b)(9)(iii) or (2) the short-term deferral rule under Treas. Regs. 1.409A-1(b)(4).
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Severance Release. (i) In Notwithstanding anything to the event of, and only uponcontrary contained ------------------ herein, the termination of Company shall have the right, at any time after December 31, 2000, to terminate the employment of the Employee under this Agreement pursuant to: (A) Section 5(a)(v) and either (x) Employee has not been offered post-Change "without cause". In the event of Control employment by such a termination, in addition to the Company or any successor entity; or (y) if offered post-Change of Control employment by the Company or any successor entity, the position offered to Employee would result in a material reduction in Employee’s duties, authority or responsibilities as in effect immediately prior to such Change of Control; or (B) Section 5(a)(vi), then Employee shall be entitled to receive (I) his Base Salary and the amount of any Cash Bonus other compensation (including accrued vacation and cash bonuses) earned hereunder but and unpaid or not delivered through the date of such termination, termination and any benefits referred to in the first sentence of Section 4(aSections 4(b), 4(c), 4(d) and 5(b) hereof in which the Employee has a vested right under the terms and conditions of the employee benefit plan or program pursuant to which such benefits were granted (“Vested Benefits”without regard to such termination), the Company shall pay the Employee the following (the "Severance Payment"): a cash payment equal to the aggregate amount of Salary that the Employee would have been entitled to under this Agreement, from the date of such termination to the end of the scheduled Term, which shall be payable in consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the month in which the Employee is no longer employed by the Company; if such termination occurs during the first two years of the Term, the amount of any non-accountable expense allowance otherwise payable under Section 4(c) that would have accrued after such termination in accordance with such Section, which shall be paid in full on or before the second anniversary of the date of this Agreement in accordance with the Company's standard non-accountable expense policies; commencing seven months after such termination, a monthly amount equal to the quotient of (A) the sum of (1) the aggregate bonus that was payable to the Employee under Section 4(b) for the six months immediately preceding such termination, plus (2) the Bonus Percentage multiplied by the aggregate amount of Service Agreement Severance Amounts (as defined in the Service Agreement) payable to the Company (without regard to when actually received by the Company) for the six months immediately succeeding such termination divided by (B) 12, which amount shall be paid to Employee on the fifteenth day of each calendar month commencing during the seventh month next following the month in which the Employee is no longer employed by the Company and (II) (a) severance in continuing through the end of the scheduled Term; and an amount equal to Employee’s then current Base Salary for 12 months payable the Bonus Percentage of all Service Agreement Severance Amounts (as defined in equal installmentsthe Service Agreement) received by the Company, less applicable taxes and withholdings, pursuant which shall be paid to the Company’s normal payroll procedures over 12 months Employee as provided herein, and (b) provided Employee timely elects, and remains eligible for, continued group health plan benefits when received by the Company under the Service Agreement. Notwithstanding anything to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”)contrary contained above, reimburse Employee, on payments under this Section 6(d) shall not be due unless the Company shall have received a monthly basis upon presentation of proof of payment by Employee, for COBRA premiums general release from the Employee in an amount such that Employee’s net cost (after tax) for continued health insurance coverage is the same as Employee’s cost customary form for such benefits as in effect on circumstances (which shall not release the date Company from its obligation to make the Severance Payment to the Employee). In the event of termination and such reimbursement shall continue until of this Agreement by the earlier of: (i) Company by reason of the date that is 12 months after death or disability of the date of termination, and (ii) the date Employee becomes eligible for health benefits through another employer or otherwise become ineligible for COBRA (the “Termination Benefits”). Any severance payments due hereunder shall commence as soon as administratively feasible within 60 days after Employee’s termination of employment provided Employee has timely executed and returned the Release referred to in Section 5(e)(iii) and, if a revocation period is applicable, Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay shall not be obligated to make the Severance Payment to the Employee. The Severance Payment shall be in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to severance or similar payments or benefits which the Employee in a single lump sum payment, less applicable taxes and withholding, may otherwise have or make. Without limiting any other rights or remedies which the severance payments that Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. To the full extent permitted by Code section 409ACompany may have, it is intended understood that any severance amount the Company shall be exempt from under no further obligation to make any such severance payments and shall be entitled to be reimbursed therefor by the requirements Employee or his estate if the Employee violates any of Code section 409A by reason of either (1) the exemption covenants set forth in Treasthis Agreement. RegsIn the event that the Severance Payment shall become payable to the Employee, the Employee shall not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to seek or accept other employment, and if the Employee does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation earned or other benefits received as a result of such employment. 1.409A-1(b)(9)(iii) or Further, in the event that the Severance Payment shall become payable to the Employee, the Company shall continue to provide during such period coverage to Employee under the Company's health, hospitalization and medical programs, to the same extent and at the same cost to the Employee as provided during the term of Employee's employment with the Company (2) the short-term deferral rule under Treas. Regs. 1.409A-1(b)(4"Health Benefit").
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Severance Release. (i) In the event of, and only upon, the termination of the employment of Employee under this Agreement pursuant to: (A) Section 5(a)(v) and either (x) Employee has not been offered post-Change of Control employment by the Company or any successor entity; or (y) if offered post-Change of Control employment by the Company or any successor entity, the position offered to Employee would result in a material reduction in Employee’s duties, authority or responsibilities as in effect immediately prior to such Change of Control; or (B) Section 5(a)(vi), then the Employee shall be entitled to receive (I) his her Base Salary and the amount of any Cash Bonus earned hereunder but unpaid through the date of such termination, any benefits referred to in the first sentence of Section 4(a) in which Employee has a vested right under the terms and conditions of the employee benefit plan pursuant to which such benefits were granted (“Vested Benefits”), and (II) (a) severance in an amount equal to Employee’s then current Base Salary for 12 twelve (12) months payable in equal installments, less applicable taxes and withholdings, pursuant to the Company’s normal payroll procedures over 12 months as provided herein, and herein (b) provided Employee timely elects, and remains eligible for, continued group health plan benefits the “Severance Payment”). Notwithstanding anything to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), reimburse Employee, on a monthly basis upon presentation of proof of payment by Employee, for COBRA premiums contrary in an amount such this Agreement Employee shall not be entitled to the Severance Payment in the event that the Company terminates the Employee’s net cost (after tax) for continued health insurance coverage is employment without cause within 30 days of proceeding to discontinue or wind up its operations or to liquidate its assets, in which case Employee shall only be paid her Base Salary and Cash Bonus earned but not yet paid through the same as Employee’s cost for such benefits as in effect on date of termination, reimbursable expenses incurred but not yet reimbursed through the date of termination and such reimbursement shall continue until the earlier of: (i) the date that is 12 months after the date of termination, and (ii) the date Employee becomes eligible for health benefits through another employer or otherwise become ineligible for COBRA (the “Termination any Vested Benefits”). Any severance payments due hereunder shall commence as soon as administratively feasible within 60 days after Employee’s termination of employment provided Employee has timely executed and returned the Release referred to in Section 5(e)(iii) and, if a revocation period is applicable, Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that severance payments commence, the Company will pay Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. To the full extent permitted by Code section 409A, it is intended that any severance amount shall be exempt from the requirements of Code section 409A by reason of either (1) the exemption set forth in Treas. Regs. 1.409A-1(b)(9)(iii) or (2) the short-term deferral rule under Treas. Regs. 1.409A-1(b)(4).
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