Common use of Severance Upon Termination Clause in Contracts

Severance Upon Termination. (a) Upon termination of Employee’s employment under this Agreement by the Company without Cause or by Employee for Good Reason (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 6 months base salary at the rate then in effect at the time of Notice of Termination. Such severance payment shall be made according to the Company’s normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the current medical and dental coverage elected by the Employee as of the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in conjunction with Section 1(d), and entitles the Employee to a maximum of 6 months salary, benefits, or notice under this Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the total period of continued benefits. (b) If the Company terminates the Employee’s employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for Good Reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in Section 2(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. (a) Upon the termination of Employee's employment for any reason, Employee shall be entitled to (i) his salary accrued through the date of termination, (ii) the ability to utilize any accrued but unused vacation prior to the effective date of termination, (iii) reimbursement of expenses properly incurred prior to the date of termination, (iv) except in the case of termination for Cause or resignation without Good Reason, unpaid and earned, if any, quarterly bonus payments for quarters ended prior to the date of termination, and (v) any (benefits payable upon termination of employment under any employee benefit plan or policy maintained by the Company (except for any severance plan or policy) (the “Accrued Benefits”). (b) Upon termination of Employee’s 's employment under this Agreement by the Company without Cause Cause, or by Employee for Good Reason (as defined hereunder)Reason, then, in addition to the Accrued Benefits but in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall (i) pay to the Employee severance equal to 6 twelve months of his annual base salary at the rate then in effect at the rate in effect at the time of Notice of Termination. Such severance payment termination (but disregarding any decrease that constituted Good Reason), which shall be made according to the Company’s 's normal payroll process spread out equally over the severance period. Company will also , (ii) pay to Employee an amount equal to his target annual bonus (disregarding any decrease that constituted Good Reason) for the year of termination pro rated through the date of termination, and reduced by any quarterly payments previously received for the same year, payable at the time specified by the terms of any bonus plan then in effect, and (iii) continue, at its cost, the Company portion of the current medical and dental coverage elected by the Employee and his eligible dependents, as of the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this AgreementAgreement and to pay any employee portion of the coverage. Violation Material violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 9 shall be read in conjunction with Section 1(d)8, and entitles the Employee to a maximum of 6 twelve months salary, benefitsbonus amounts if any, or notice and benefits under this Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during Agreement in addition to the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the total period of continued benefitsAccrued Benefits. (bc) If the Company terminates the Employee’s 's employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for Good Reasonany reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to Employee other than the receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages)Accrued Benefits. (d) The severance amounts in Section 2(a) will immediately cease For avoidance of doubt, in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and Employee's death during the severance period, any remaining severance payments would be paid to his estate. (e) Each separate payment of severance pay, including the amount payable on each payroll date, shall be considered a separate “payment” for purposes of §409A of the Internal Revenue Code and the regulations thereunder. In the event that the termination of Employee's employment does not constitute a “separation from service” for purposes of §409A, Employee's right to all amounts payable upon such termination of employment shall vest upon termination, but payment of all amounts that constitute deferred compensation subject to §409A (taking into account all applicable exceptions) shall be deferred and paid in a lump sum without interest upon the date on which Employee will exercise reasonable efforts incurs a separation from service as so defined (or the first day of the seventh month following such date if the following sentence applies), or if earlier the date of his death. In the event that at the time he incurs a separation from service as so defined Employee is a “specified employee” of the Company as defined in §409A, then any amounts that constitute deferred compensation subject to seek, obtain§409A (taking into account all applicable exceptions), and accept comparable employmentthat would otherwise be payable by reason of such separation from service within the six months following the separation from service, shall be deferred and paid in a lump sum, without interest, on the first day of the seventh month following the separation from service, or if earlier on the date of Employee's death.

Severance Upon Termination. (a) Upon termination of Employee’s employment under this Agreement by the Company without Cause or by Employee for Good Reason (as defined hereunder)Reason, then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 6 six months average monthly annual base salary at the rate then in effect at the time of Notice of Terminationsalary. Such severance payment shall be made according to the Company’s normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the Company portion of the current medical and dental coverage elected by the Employee as of the date of termination for the duration of the severance period. Employee will be required to timely sign up and elect COBRA benefits in order to be eligible for continued coverage under this AgreementAgreement and to pay any employee portion of the coverage. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 9 shall be read in conjunction with Section 1(d)8, and entitles the Employee to a maximum of 6 months salary, benefits, or notice six month salary and benefits under this Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the total period of continued benefits. (b) If the Company terminates the Employee’s employment during the term of this Agreement for Cause or if the Employee terminates his employment for any reason other than for Good Reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in Section 2(a9(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. (a) Upon termination of Employee’s ' s employment under this Agreement by the Company without Cause or by Employee for Good Reason (as defined hereunder)Cause, then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 6 four months average monthly annual base salary at the rate then in effect at the time of Notice of Termination. effect1• Such severance payment shall be made according to the Company’s 's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the current medical and dental coverage elected by the Employee as Company portion of the date of termination for 1 The average annual monthly base salary shall be calculated using the duration average of the severance periodcash compensation received by Employee in the twelve months prior to the Date ofTe1mination. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in conjunction with Section 1(d), and entitles the Employee to a maximum of 6 months salary, benefits, or notice under this Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the total period of continued benefits.2 (b) If the Company terminates the Employee’s 's employment during the term of this Agreement for Cause or if the Employee terminates his her employment other than for Good Reasonany reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance and continued benefits (which shall be solely granted under the terms tenns of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in Section 2(a8(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of the date of termination. In ln the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 4 months average monthly annual base salary paid by the Company and the 6 4 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination tennination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.

Severance Upon Termination. (a) Upon termination of Employee’s 's employment under this Agreement by the Company without Cause or by Employee for Good Reason (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 6 4 months base salary at the rate then in effect at the time of Notice of Termination. Such severance payment shall be made according to the Company’s 's normal payroll process spread out equally over the severance period. Company will also continue, at its cost, the current medical and dental coverage elected by the Employee as of the date of termination for the duration of the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in conjunction with Section 1(d), and entitles the Employee to a maximum of 6 4 months salary, benefits, or notice under this Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2(a) and shall count against the total period of continued benefits. (b) If the Company terminates the Employee’s 's employment during the term of this Agreement for Cause or if the Employee terminates his employment other than for Good Reason, then the Company shall have no further payment obligations to Employee. (c) Except as it relates to the receipt of severance and continued benefits (which shall be solely granted under the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned wages). (d) The severance amounts in Section 2(a) will immediately cease in the event that Employee becomes employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base salary rate paid by the Company as of the date of termination. In the event the Employee is employed during that severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company, Employee will be provided a maximum severance benefit in the amount of the difference between the 6 4 months average monthly annual base salary paid by the Company and the 6 4 months average monthly annual base salary paid, or to be paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the severance period following termination with Company. Following termination by the Company and during the severance period, Employee will exercise reasonable efforts to seek, obtain, and accept comparable employment.