Common use of Termination by the Company or Executive Clause in Contracts

Termination by the Company or Executive. (a) During the one (1) year period after the Effective Date, this Agreement may not be voluntarily terminated by either party except pursuant to Section 7.2, 7.3 or 7.4 below. (b) After the one (1) year period in Section 7.1(a), for two (2) years thereafter, Executive may not be voluntarily terminated by the Company except pursuant to Section 7.2, 7.3 or 7.4 below, provided, however that during said two year period the board of directors of the Company may alter the responsibilities of the Executive to other senior-level functions, and change the Executive’s title to a mutually agreeable alternative title. (c) If during the initial three (3) year period following the Agreement Date, the employment of the Executive is terminated for any reason other than pursuant to Section 7.2, 7.3, or 7.4, or for no good reason, the Company shall be obligated to: (i) Pay Executive as soon as practicable following termination of employment, a lump sum severance amount equal to one (1) times Executive’s Base Compensation, subject to legally required withholding requirements. Said severance will be due and payable within thirty (30) days following the date of termination; (ii) Accelerate and vest in full Executive’s stock options, pursuant to such Executive’s option agreement, effective as of immediately upon the date of such termination; (iii) Subject to Executive’s election to receive COBRA, pay for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive during the 12 month period commencing with continuation coverage for the month following the month in which the date of termination occurs, provided, that if Executive is not eligible to receive, or if the Company is not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on an after-tax basis (with such payment to be made in the same month for which the continuation coverage was otherwise to be provided). Notwithstanding the forgoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical and dental benefits from such employer during any month in the 12 month continuation period provided for by this paragraph, the Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month; and (iv) Pay any bonus amounts that have been earned by the Executive but have not yet been paid as of the date of termination.

Termination by the Company or Executive. (a) During the one (1) year period after the Effective Date, this Agreement may not be voluntarily terminated by either party except pursuant to Section 7.2, 7.3 or 7.4 below. (b) After the one (1) year period in Section 7.1(a), for two (2) years thereafter, Executive may not be voluntarily terminated by the Company except pursuant to Section 7.2, 7.3 or 7.4 below, provided, however that during said two year period the board of directors of the Company Board may alter the responsibilities of the Executive to other senior-level functions, and change the Executive’s title to a mutually agreeable alternative title. (c) If during the initial three (3) year period following the Agreement Date, the employment of the Executive is terminated for any reason other than pursuant to Section 7.2, 7.3, or 7.4, or for no good reason, the Company shall be obligated to: (i) Pay Executive as soon as practicable following termination of employment, a lump sum severance amount equal to one two (12) times Executive’s Base Compensation, subject to legally required withholding requirements. Said severance will be due and payable within thirty (30) days following the date of termination; (ii) Accelerate and vest in full Executive’s stock options, pursuant to such Executive’s option agreement, effective as of immediately upon the date of such termination; (iii) Subject to Executive’s election to receive COBRA, pay for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive during the 12 month period commencing with continuation coverage for the month following the month in which the date of termination occurs, provided, that if Executive is not eligible to receive, or if the Company is not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on an after-tax basis (with such payment to be made in the same month for which the continuation coverage was otherwise to be provided). Notwithstanding the forgoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical and dental benefits from such employer during any month in the 12 month continuation period provided for by this paragraph, the Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month; and (iv) Pay any bonus amounts that have been earned by the Executive but have not yet been paid as of the date of termination.

Termination by the Company or Executive. EMPLOYMENT AGREEMENT – XXX XXX (XXXXX) XXX 2 (a) During the one (1) year period after the Effective Date, this Agreement may not be voluntarily terminated by either party except pursuant to Section 7.2, 7.3 or 7.4 below. (b) After the one (1) year period in Section 7.1(a), for two (2) years thereafter, Executive may not be voluntarily terminated by the Company except pursuant to Section 7.2, 7.3 or 7.4 below, provided, however that during said two year period the board of directors of the Company may alter the responsibilities of the Executive to other senior-level functions, and change the Executive’s title to a mutually agreeable alternative title. (c) If during the initial three (3) year period following the Agreement Date, the employment of the Executive is terminated for any reason other than pursuant to Section 7.2, 7.3, or 7.4, or for no good reason, the Company shall be obligated to: (i) Pay Executive as soon as practicable following termination of employment, a lump sum severance amount equal to one (1) times Executive’s Base Compensation, subject to legally required withholding requirements. Said severance will be due and payable within thirty (30) days following the date of termination; (ii) Accelerate and vest in full Executive’s stock options, pursuant to such Executive’s option agreement, effective as of immediately upon the date of such termination; (iii) Subject to Executive’s election to receive COBRA, pay for the Executive’s premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive during the 12 month period commencing with continuation coverage for the month following the month in which the date of termination occurs, provided, that if Executive is not eligible to receive, or if the Company is not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on an after-tax basis (with such payment to be made in the same month for which the continuation coverage was otherwise to be provided). Notwithstanding the forgoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical and dental benefits from such employer during any month in the 12 month continuation period provided for by this paragraph, the Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month; and (iv) Pay any bonus amounts that have been earned by the Executive but have not yet been paid as of the date of termination.

Termination by the Company or Executive. (a) During the one (1) year period after the Effective Date, this Agreement may not be voluntarily terminated by either party except pursuant to Section 7.2, 7.3 or 7.4 below. (b) After the one (1) year period in Section 7.1(a), for two (2) years thereafter, Executive may not be voluntarily terminated by the Company except pursuant to Section 7.2, 7.3 or 7.4 below, provided, however that during said two year period the board of directors of the Company may alter the responsibilities of the Executive to other senior-level functions, and change the Executive’s 's title to a mutually agreeable alternative title. (c) If during the initial three (3) year period following the Agreement Date, the employment of the Executive is terminated for any reason other than pursuant to Section 7.2, 7.3, or 7.4, or for no good reason, the Company shall be obligated to: (i) Pay Executive as soon as practicable following termination of employment, a lump sum severance amount equal to one (1) times Executive’s 's Base Compensation, subject to legally required withholding requirements. Said severance will be due and payable within thirty (30) days following the date of termination; (ii) Accelerate and vest in full Executive’s 's stock options, pursuant to such Executive’s Executive 's option agreement, effective as of immediately upon the date of such termination; (iii) Subject to Executive’s Executive 's election to receive COBRA, pay for the Executive’s 's premiums charged to continue medical and dental coverage pursuant to COBRA for the Executive during the 12 month period commencing with continuation coverage for the month following the month in which the date of termination occurs, provided, that if Executive is not eligible to receive, or if the Company is not able to provide, continuation coverage under COBRA for any month during the continuation period, the Company shall pay the Executive a cash payment equal to its portion of the applicable COBRA premiums on an after-tax basis (with such payment to be made in the same month for which the continuation coverage was otherwise to be provided). Notwithstanding the forgoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical and dental benefits from such employer during any month in the 12 month continuation period provided for by this paragraph, the Company shall have no obligation to pay, reimburse or otherwise provide the Executive with continuation coverage for any such month; and (iv) Pay any bonus amounts that have been earned by the Executive but have not yet been paid as of the date of termination.