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 twelve (12) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his termination, 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, and (B) an additional lump sum payment equal to the reasonable estimated cost to the Employee of obtaining for the Severance Period (whether through coverage offered to comply with the Consolidated Omnibus Budget Reconciliation Act (COBRA) or otherwise) health and welfare benefits, including medical and prescription drugs, dental, vision and life insurance benefits substantially similar to those coverages that Employee had immediately prior to the termination of employment, calculated by taking into account maximums and certain reductions under the Company’s Insurance Certificates. 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.