Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated according to Section 3.1 hereof by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(c), the Company will commence payment of the Severance Payments as soon as practicable following the effectiveness of the Release. The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.
Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If (i) the Executive’s employment is terminated by the Company during the Term other than for Cause or Disability or (ii) the Executive resigns for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months and (y) the continuation on the same terms as an active employee of medical benefits the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or until such time as the Executive becomes eligible for medical benefits from a subsequent employer (such payments, the “Severance Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive’s employment and termination of employment with the Company and its affiliates (the “Release”) in a form reasonably acceptable to the Company and the Executive. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(c), the Severance Payments will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release.
Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to a payment equal to 1.5 times the sum of his Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (such payments, the “Severance Payments”). In addition, the Company shall pay the Executive a pro-rata bonus for the year of termination, based on the actual performance of the Company for the full year and the number of days in such year prior to and including the Termination Date (the “Pro-Rata Bonus”), payable at the time when annual bonuses are paid generally. The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery, and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A. Subject to Section 3.2(d), the Severance Payments will be paid in equal installments on the Company’s regular payroll dates occurring during the eighteen (18) month period beginning 30 days after the date of termination, as specified above, provided that payment of such Severance Payments is conditioned upon both the Executive executing the Release and the Release becoming effective within 30 days after the Executive’s termination of employment. The Company shall also provide continued health and welfare benefits to the Executive and his eligible dependents until the first (1st) anniversary of the Termination Date, on the same basis as a then active employee of the Company, with COBRA benefits commencing thereafter.
