Common use of Termination by the Company Other than for Cause Clause in Contracts

Termination by the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Notwithstanding any other term or provision of this Agreement, the Company may terminate the Executive’s employment hereunder other than for Cause Period of Employment at any time upon ten (10) days notice to the Executive. Termination by the Company on and for whatever reason it deems appropriate, or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e)no reason. In the event of such termination under this by the Company occurs and is not due to disability as provided in Section 5(e)7(b) above or for Cause as provided in Section 7(c) above, the Executive Employee shall be entitled to receive (i) the Accrued Compensationpayment of his base salary, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on at the time of such termination, until the fourth anniversary of the date of termination of her employment and the Company hereof, provided, however, that such salary continuation payments shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) cease in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the expiration Employee and not paid to him at the time of the Initial Term; (B) one and one half (1.5) in the event of such termination. Following a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision his employment by the Company of notice of non-renewal under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the term of this Agreement; and (D) one (1) in the event of Company generally following a termination of the Executive Employee's employment under the circumstances described in this Section 5(g7(d) shall be determined in accordance with the terms of such plans and pursuant to which programs. Except as provided in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company makes by reason of the election termination of the Employee's employment under the circumstances described in this Section 8(b) hereof. Any payments due under Section 5(e7(d), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Company may terminate (i) If, during the Employment Period, the Executive’s 's employment hereunder shall be terminated by reason of the Executive's death, Disability, Terminal Illness or by the Company without Cause, this Agreement shall terminate (other than with respect to the restrictions set forth in Section 6) without further obligation on the part of the Company to the Executive's legal representatives, or the Executive's legal representatives to the Company, under this Agreement, other than for Cause at any time upon ten (10) days notice to the Executive. Termination payment by the Company on of Accrued Obligations (and the timely payment or following expiration provision by the Company of the term hereof Other Benefits) as follows. (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i1) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, product of (x) an the Minimum Annual Compensation amount set forth on EXHIBIT A and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, less (2) the amount of Annual Base Salary and Annual Bonus for such fiscal year to the extent previously paid (provided such difference shall not be less than 0); and B. the amount equal to the applicable Severance Multiplier multiplied product of (1) the number of months and portions thereof from the Date of Termination until the third anniversary of the Effective Date of the Merger, divided by twelve and (2) the Minimum Annual Compensation amount set forth on Exhibit A (the sum of the Executive’s Base Salary and Target Bonus for the year amounts described in which the date of termination occurs clauses (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occursA) and (y) for two years following the date of terminationB), continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be hereinafter referred to as the "ACCRUED OBLIGATIONS"). Accrued Obligations shall be paid (A) two (2x) in the event of termination under Section 5(e) death, to the Executive's estate or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal beneficiary, as applicable, in a lump sum in cash within 30 days of the term Date of this Agreement)Termination, in each case, prior to the expiration of the Initial Term; and (B) one and one half (1.5y) in the event of Disability or Terminal Illness, to the Executive in a termination under Section 5(e) or Section 5(f), lump sum in each case, on or following the expiration cash within 30 days of the Initial Term; Date of Termination. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable pursuant to this Section 5(a) and, such amounts shall not be reduced whether or not the Executive obtains other employment. (Cii) one and one half (1.5) in In addition, to the event extent not paid or provided as of a termination at any time during the term Date of this Agreement for Good Reason resulting solely from the provision by Termination, the Company of notice of non-renewal shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the term Company and its affiliated companies through the Date of this Agreement; Termination (such other amounts and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, benefits shall be payable in equal monthly installments over hereinafter referred to as the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h"OTHER BENEFITS"), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f5(t) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f5(i), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; Multiplier and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Notwithstanding any other term or provision of this Agreement, the Company may terminate the Executive’s employment hereunder other than for Cause Period of Employment at any time upon ten (10) days notice to and for whatever reason it deems appropriate, or for no reason. In the Executive. Termination event such termination by the Company on occurs and is not due to disability as provided in Section 7(b) above or following for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the later of the third anniversary of the date hereof, or the expiration of twelve months from the term hereof date of such termination; provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (other than if any), determined on an annualized pro-rata basis, as have been earned by the Employee and not paid to him at the time of such termination. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination due to of the Executive’s death or disability or Employee's employment under the circumstances that would constitute “Cause” if this Agreement were still described in effect) will be treated as a termination other than for Cause under this Section 5(e7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in Sections 5, 6 and 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d). In the event of a termination under this Section 5(e7(d), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum any "lock-up provision" affecting any Class A Units or shares of the Executive’s Base Salary and Target Bonus for Company's common stock (the "Shares") held by Employee in the Company which is longer than one year in which from the date of termination occurs (issuance of such Class A Units or if no such Target Bonus has been established for the Executive for the Shares to Employee shall be limited to one year in which from the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date issuance of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior such Class A Units or Shares to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of terminationEmployee.

Termination by the Company Other than for Cause. i. The foregoing notwithstanding, the Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) days notice to the above, or if Executive. Termination by ’s employment is terminated under Sections 6(f) or 6(g) hereof, the Company on or following expiration shall continue to be obligated to pay to Executive all salaries and current bonuses, and any other accrued benefit due at the time of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e)termination, the and Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum all Stock Options earned as of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs and therefore the Company shall register within ninety (90) days of any separation, and at the expense of the Company, the public sale of all shares owned by the Executive, his family, and companies controlled by the Executive or his family as well as all option shares, and the release all effective lockup restrictions. In addition, in the event the termination of the Executive is not for Cause, the Company shall pay Executive on a monthly basis at least two (2) years additional salary at the Base Salary then in effect or, if no such Target Bonus has been established more than two (2) years remain for the term of the Agreement, then the Company shall pay Executive on a monthly basis additional salary at the base rate then in effect for the year greater of one-half of the remaining period to the end of the term of the Agreement or two years. ii. Payment of compensation due and owing in which accordance with this Section 6(d) will be paid no earlier than the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occursis six (6) and (y) for two years months following the date of termination, continued participation Termination by the Company Other than for Cause as required by Section 409A of the Executive and her qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to Internal Revenue Code. Following the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; above six (B6) one and one half (1.5) in month period, the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely Executive will receive from the provision by the Company payment of notice of non-renewal of the term of this Agreement; all compensation due and owing in three (D3) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of terminationinstallments.

Termination by the Company Other than for Cause. The Company may terminate or By the Executive’s employment hereunder other than Executive for Cause at any time upon ten (10) days notice a Good Reason. In addition to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due payment to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus the reimbursement of any applicable expenses pursuant to Section 4 of this Agreement through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company other than for the year in which the date of termination occurs Cause, (or if no such Target Bonus has been established for ii) by the Executive for a Good Reason, (iii) within twelve (12) months following to a Change in Control of the year Company, or (iv) by the Company in which accordance with Section 2.1.2 of this Agreement by providing the date of termination occurs, requisite notice to the Target Bonus for the year immediately preceding the year in which the date of termination occurs) Executive to terminate this Agreement prior to any Expiration Date; and (yb) for two years following the date Executive executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of termination, continued participation Termination; and (c) the Executive has not breached the terms of the Executive and her qualified beneficiaries, “Assignment Agreement” (as applicable, under defined below); then the Company’s group life, health, dental and vision plans in which Company shall continuing paying the Executive was participating immediately prior to salary payments based on the date of termination, subject to any premium contributions required of the Executive Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the date Date or Termination and ending (X) six (6) months from the Date of termination Termination, or (Y) twelve (12) months from the Date of her employment and Termination if the Employment Period is terminated within twelve (12) months following a Change in Control of the Company. Any payment under this Section 5.2 shall be made in accordance with the Company’s normal payroll schedule at the time the payments are made. The Executive shall be entitled to receive the benefits under any plan or program adopted or sponsored by the Company shall have no further obligation or its Subsidiaries (to the extent the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2participates and is vested in such benefits) in accordance with the event terms of termination under such plan or program. If the Executive elects and remains eligible for health coverage pursuant to Section 5(e) or Section 5(f4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) (other than due and subject to Good Reason resulting solely from notice of non-renewal of the term withholding pursuant to Section 3.5 of this Agreement), in each casethen commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, prior the Company will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the expiration percentage of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement premium for Good Reason resulting solely from the provision health insurance coverage paid by the Company on the Date of notice of non-renewal Termination. The Executive shall not be entitled to any other salary or compensation after termination of the term Employment Period (other than as set forth in this Section 5.2 and Section 5.3 of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, no Person shall be payable entitled hereunder to participate in equal monthly installments over any employee benefit plan after the number Date of years and/or portions thereof equal Termination if the Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the applicable Severance Multiplier; andExecutive’s conversion rights, subject to Section 5(h)if any, shall begin at under any of the Company’s next regular payday following the effective date of terminationemployee benefit plans.

Termination by the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; , and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.

Termination by the Company Other than for Cause. The Other Than by Reason of Executive’s Death or Disability; and Other than in Connection with a Change in Control Event. Subject to Executive’s execution of a general release of claims against the Company, its Affiliated Entities and each of their officers, directors, employees, agents and attorneys, in a form reasonably acceptable to the Company may terminate and such release becoming irrevocable within sixty (60) days following the Date of Termination (the “Severance Conditions”), if Executive’s employment hereunder is terminated by the Company other than for Cause at any time upon ten (10) days notice to the Executive. Termination or by the Company on or following expiration reason of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination Disability, and other than for Cause under this Section 5(e). In the event of termination under this Section 5(ein connection with a Change in Control Event (as defined below), the Executive shall be entitled then in addition to receive (i) the Accrued CompensationObligations, andthe Company shall: 8.2.1 beginning on the sixtieth (60th) day following the Date of Termination pay to Executive a sum equal to his most recent Annual Base Salary for a period of twelve (12) months, such payment to be made in approximately equal installments according to the Company’s then-current payroll practices (ii) except as otherwise provided below in the case of amounts that are subject to Executive’s a prior deferral election). 8.2.2 Provide continued compliance with her obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her qualified beneficiaries, as applicable, coverage under the Company’s group lifemedical and dental plans (the “Health Plans”), healthif and to the extent permitted by such plans and subject to their terms, dental and vision plans also subject to Executive paying his normal proportion of the cost thereof, for a period of twelve (12) months from the Date of Termination of employment, and if the Health Plans do not permit such continued coverage, and if Executive should be eligible for and properly elect health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s COBRA payments, and if applicable for family coverage, for health coverage that is paid by the Company to active and similarly-situated employees who receive the same type of coverage, for a period of equal to twelve (12) months from the Date of Termination, unless the provision of the foregoing benefits will violate the nondiscrimination benefits of applicable law, in which case the Company payments will not apply. Any obligations under this Section 8.2.1 shall cease at such earlier time as Executive was participating becomes eligible for coverage under another employer’s group medical plan, and Executive shall immediately prior inform the Company in writing of such occurrence. 8.2.3 Pay to Executive a sum equal to his actual bonus as calculated according to the Annual Incentive Program in the fiscal year in which such termination occurs, payable at such time and in the manner provided in such Plan; provided that, notwithstanding the date of terminationExecutive’s termination within such fiscal year, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her employment and the Company shall have no further obligation to the Executive hereunder, other Executive’s actual bonus will be calculated using an amount not less than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) Annual Base Salary actually earned by Executive in the event of fiscal year in which termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of terminationoccurs.

Termination by the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other than a termination due to the Executive’s death or disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with her his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and her his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of her his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the “Severance Multiplier” shall be (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the term of this Agreement), in each case, prior to the expiration of the Initial Term; (B) one and one half (1.5) in the event of a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company of notice of non-renewal of the term of this Agreement; and (D) one (1) in the event of a termination of the Executive under Section 5(g) and pursuant to which the Company makes the election under tinder Section 8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be payable in equal monthly installments over the number of years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 5(h), shall begin at the Company’s next regular payday following the effective date of termination.