Common use of Termination by the Company Other Than For Disability or Cause Clause in Contracts

Termination by the Company Other Than For Disability or Cause. The Company may terminate the Executive’s employment at any time other than (i) by reason of the Executive’s Disability (as defined in Section 5.2) or (ii) for Cause (as defined in Section 5.3), by giving the Executive a written notice of termination at least 30 days before the date of termination (or such lesser notice period as the Executive may agree to). In the event of such a termination of employment pursuant to this Section 5.1, the Executive shall be entitled to receive (i) the benefits described in Section 8 if such termination of employment does not occur within 18 months following a “Change of Control” (as defined in Section 10), or (ii) the benefits described in Section 9 if such termination of employment occurs within 18 months following a Change of Control.

Termination by the Company Other Than For Disability or Cause. The Company may terminate the Executive’s employment at any time other than (ia) by reason of the Executive’s Disability (as defined in Section 5.2) or (iib) for Cause (as defined in Section 5.3), by giving the Executive a written notice of termination at least 30 days before the date of termination (or such lesser notice period as the Executive may agree to). In the event of such a termination of employment pursuant to this Section 5.1, the Executive shall be entitled to receive (i) the benefits described in Section 8 if such termination of employment does not occur within 18 months following a “Change of Control” (as defined in Section 10), or (ii) the benefits described in Section 9 if such termination of employment occurs on or within 18 months following a Change of Control, in addition to the waiver of any refund obligation under Section 3.2(b).