Termination by the Company without Cause or Decision by the Company to Not Extend the Term. During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of this Agreement, then the Company shall pay the Employee severance payments equal in total to 1.00 times his base salary, paid over a period of 12 months. For purposes of the preceding sentence, the Employee’s base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee’s highest base salary rate in effect during the Term of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made in accordance with the Company’s usual payroll practices for salaried employees beginning with the period immediately following the Employee’s termination of employment. Notwithstanding the foregoing, if the Company terminates the Employee’s employment for reasons other than for Cause, or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement and such termination date or last day of the Term of the Agreement is within either (i) three months before a Change in Control, or (ii) one year after a Change in Control, then the Employee shall receive the severance benefit under Section 7(e) rather than and in lieu of any amounts payable under this Section 7(b). The severance benefit payable pursuant to the preceding sentence shall be paid at the time and form set forth in Section 7(e).
Termination by the Company without Cause or Decision by the Company to Not Extend the Term. During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause) or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement, then the Company shall pay to the Employee for a period of 24 months severance payments equal in total to 2.00 times the sum of (i) the Employee’s annual base salary in effect on the effective date of the termination of the Employee’s employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to 90% times the base salary as determined in Section 7(b)(i) of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made every two weeks for the 24 month period in accordance with the Company’s usual payroll practices for salaried employees beginning with the payroll period immediately following the Employee’s termination of employment.
