Common use of Termination by the Company Without Cause or Resignation by Employee With Good Reason Clause in Contracts

Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of eighteen (18) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his or her termination, and (B) 1.5 times the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the current “target” amount of any cash bonus or short term cash incentive plan in effect for Employee for the calendar year in which the termination of employment occurs. Any of Employee’s applicable health and welfare benefits, including health and dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination shall be continued and maintained by the Company at the Company’s expense on a monthly basis for a period equal to the Severance Period or until such time as Employee is employed by another employer and is provided health and welfare benefits at least equal in the aggregate to the health and welfare benefits provided at the time of termination by the Company; provided, however, to the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the Company’s provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. For the avoidance of doubt, the amounts paid under this Section 4(b) are in lieu of payment to Employee under any other severance agreement, plan, policy, practice or program of the Company.

Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of eighteen twenty-four (1824) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his or her termination, and (B) 1.5 2 times the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the current “target” amount of any cash bonus or short term cash incentive plan in effect for Employee for the calendar year in which the termination of employment occurs. Any of Employee’s applicable health and welfare benefits, including health and dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination shall be continued and maintained by the Company at the Company’s expense on a monthly basis for a the shortest period equal to of time of (i) the Severance Period Period; or until such (ii) the time as period that the Company may continue Employee’s coverage under applicable law or the terms of the Company’s applicable health and welfare plan (but in no event less than the period of time Employee would be eligible for continuation of coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA) if applicable; or (iii) the time period that Employee is not employed by another employer and is provided health and welfare benefits at least equal in the aggregate to the health and welfare benefits provided at the time of termination by the Company; provided, however, to the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the Company’s provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. For the avoidance of doubt, the amounts paid under this Section 4(b) are in lieu of payment to Employee under any other severance agreement, plan, policy, practice or program of the Company.

Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of eighteen twenty-four (1824) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his or her termination, and (B) 1.5 2 times the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the current “target” amount of any cash bonus or short term cash incentive plan in effect for Employee for the calendar year in which the termination of employment occurs. Any of Employee’s applicable health and welfare benefits, including health and dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination shall be continued and maintained by the Company at the Company’s expense on a monthly basis for a period equal to the Severance Period or until such time as Employee is employed by another employer and is provided health and welfare benefits at least equal in the aggregate to the health and welfare benefits provided at the time of termination by the Company; provided, however, to the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the Company’s provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. For the avoidance of doubt, the amounts paid under this Section 4(b) are in lieu of payment to Employee under any other severance agreement, plan, policy, practice or program of the Company.