Common use of Termination by the Corporation Without Cause or by the Executive for Good Reason Clause in Contracts

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive: (i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive: (i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at on the time date bonuses are paid to active employees under the Annual Incentive PlanPlan to then-current employees, plus (ii) a prolump-rata sum payment under the terms of the then-existing Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Planon a pro-rata basis, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had he remained employed through the payment date end of such period and (y) a fraction, the numerator of which is shall equal the number of days during the year in the fiscal year to which such bonus relates prior to the Termination Date occurs that the Executive was employed by the Corporation and the denominator of which is shall equal 365, payable on the date bonuses are paid under the Annual Incentive Plan to then-current employees; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below)Reason, then the Executive shall be eligible to receive: (i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form reasonably acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty forty-five (6045) days (or such longer period as required by law) following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at on the time date bonuses are paid to active employees under the Annual Incentive PlanPlan to then-current employees, plus (ii) a prolump-rata sum payment under the terms of the then-existing Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Planon a pro-rata basis, equal to the product of (x) the amount of the target annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is shall equal the number of days during the year in the fiscal year to which such bonus relates prior to the Termination Date occurs that the Executive was employed by the Corporation and the denominator of which shall equal 365, payable on the date bonuses are paid under the Annual Incentive Plan to then-current employees (the “Pro-Rata Bonus”); provided that if the Corporation is 365subject to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and intends that amounts payable under the Annual Incentive Plan are to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the Pro-Rata Bonus shall be determined based on actual performance for the year in which the Termination Date occurs; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty forty-five (6045) day period (or such longer period as required by law) referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his her employment for Good Reason (as defined below), then the Executive shall be eligible to receive: (i) The Accrued BenefitsBase Salary, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty forty-five (6045) days (or such longer period as required by law) following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty forty-five (6045) day period (or such longer period as required by law) referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below)Reason, then the Executive shall be eligible to receive: (i) The Accrued BenefitsBase Salary, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form reasonably acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty forty-five (6045) days (or such longer period as required by law) following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at on the time date bonuses are paid to active employees under the Annual Incentive PlanPlan to then-current employees, plus (ii) a prolump-rata sum payment under the terms of the then-existing Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Planon a pro-rata basis, equal to the product of (x) the amount of the target annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is shall equal the number of days during the year in the fiscal year to which such bonus relates prior to the Termination Date occurs that the Executive was employed by the Corporation and the denominator of which shall equal 365, payable on the date bonuses are paid under the Annual Incentive Plan to then-current employees (the “Pro-Rata Bonus”); provided that if the Corporation is 365subject to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and intends that amounts payable under the Annual Incentive Plan are to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the Pro-Rata Bonus shall be determined based on actual performance for the year in which the Termination Date occurs; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty forty-five (6045) day period (or such longer period as required by law) referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time prior to a Change in Control. If, prior to the expiration of the Term and prior to a Change in Control, the Executive’s employment is terminated by the Corporation other than for “Cause” (as defined herein) or the Executive’s “Disability” (as defined herein), or if Executive resigns for “Good Reason” (as defined herein), the Executive shall be entitled to (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or Accrued Obligations, and (ii) if and only if the Executive terminates his employment for Good Reason executes and does not revoke a separation agreement, including a general release of all claims against the Corporation and its affiliates, in form and substance acceptable to the Corporation, then in addition to the Accrued Obligations, the Corporation shall further provide the Executive, to the extent not prohibited by applicable law, with severance calculated as the aggregate of two (2) times the sum of (a) Executive’s Salary at the rate in effect on the date of termination or resignation, and (b) Executive’s “Cash Bonus” (as defined below), then the Executive shall be eligible to receive: (i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “ReleaseSeverance Payments”) and the applicable revocation ). The Severance Payments shall be paid to Executive in equal monthly installments over a 24-month period with respect thereto expires commencing within sixty (60) 60 days following the Termination Date and (2) continues date of termination or resignation, subject to comply with Section 13 of the Executive’s fiduciary obligations Agreement. “Cash Bonus” shall mean the average of the annual incentive bonuses paid to Executive by the Corporation for the last three full fiscal years prior to the Corporationdate of termination or resignation. For purposes of calculating the Cash Bonus, the Executive’s covenants under Sections 6(d), 6(e), 6(fany portion of an annual incentive bonus earned but (x) and 6(gdeferred or (y) of this Agreement and any other material ongoing obligations settled in stock or stock-based awards shall be considered to which the Executive is subject, then the Corporation shall provide the Executive with: have been paid (A) continued payment of for the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices year for twelve (12) months following the Termination Date; provided that (i) which such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) annual performance bonus was earned and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced aboveExecutive would have received if such portion had not been deferred or settled in stock or stock-based awards and instead had been paid in cash. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in Executive shall further receive a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disabilityContinuing Benefits Payment” (as described defined in Section 5(e4(e) below) shall not be considered relating to a period of 24 months following the date of termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicableresignation.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive: (i) The Accrued BenefitsBase Salary, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty forty-five (6045) days (or such longer period as required by law) following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty forty-five (6045) day period (or such longer period as required by law) referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive: (i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and (ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty forty-five (6045) days (or such longer period as required by law) following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with: (A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments; (B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and (C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above. Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty forty-five (6045) day period (or such longer period as required by law) referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year. For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.