Termination by the Employers Without Cause or Employee for Good Reason Sample Clauses

Termination by the Employers Without Cause or Employee for Good Reason. In the event that the Employment Period is terminated either (i) by the Employers for any reason (other than Employee's death or Disability, or with Cause), or (ii) by Employee for Good Reason, no further compensation shall be paid to Employee under this Agreement following the effective date of termination, provided, that, the Employers shall pay to Employee, in cash (A) within 30 days of the effective date of termination the Accrued Obligations, and (B) as soon as practicable following the first date such payment can be made without incurring additional tax under ss. 409A of the Code, (1) the greater of (x) the sum of the Gross Annual Base Salary payable for each year (or portion thereof) remaining to be paid through the third anniversary of the Employment Date, and (y) $375,000, plus (2) the Present Value Termination Bonus, plus (3) a pro rata portion (based on the number of days that Employee was employed by the Employers during the year in which employment terminated) of the Annual Bonus in excess of the minimum Annual Bonus actually paid or payable for the immediately preceding year. In addition, during the period of time after termination through the third anniversary of the Employment Date, Employee and any of his dependents who as on the date of Employee's termination of employment were covered under an employee benefit plan of the Employers which provides medical, dental and hospitalization coverage, will be entitled for a period of eighteen months, or if less the period during which Employee and such dependents are entitled to COBRA continuation coverage, to COBRA continuation coverage at the rates paid by active employees for coverage as active employees; provided, however, that if such continued participation would result in additional tax under ss. 409A of the Code, Employee will be required to pay his own premiums for COBRA continuation coverage and then, as soon as practicable following the first date such payment can be made without incurring additional tax under ss. 409A of the Code, will be paid an amount such that, after payment of income taxes, Employee is fully reimbursed for the cost of such premiums.