Common use of Termination for Good Reason or Without Cause Clause in Contracts

Termination for Good Reason or Without Cause. If Employee terminates his employment for Good Reason or if the Company terminates the Employee's employment other than for Cause at any time within twelve (12) months after a Change of Control and Employee signs and does not revoke a release of claims agreement, in a form acceptable to the Company, then Employee shall be entitled to the following severance benefits: (i) twelve (12) months of Employee's base salary and target bonus as in effect as of the Termination Date, less all applicable withholding, payable in a lump sum within thirty (30) days of the Termination Date, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary and target bonus as in effect as of the Termination Date if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) the Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwise.

Termination for Good Reason or Without Cause. If Employee terminates his employment for Good Reason or if the Company terminates the Employee's employment other than for Cause at any time within twelve (12) months after a Change of Control and Employee signs and does not revoke a release of claims agreement, in a form acceptable to the Company, then Employee shall be entitled to the following severance benefits: (i) twelve (12) months of Employee's base salary salary, Company RRSP contribution and target bonus as in effect as of the Termination Date, less all applicable withholding, payable in a lump sum within thirty (30) days of the Termination Date, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary salary, Company RRSP contribution and target bonus as in effect as of the Termination Date date of termination if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) the any outstanding unvested Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision vision, group life insurance, legal expenses in relation to Employee's application for landed immigrant status and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. In respect of the Employee's eldest daughter, Company shall continue to pay her private medical insurance premiums and to pay non-insured medical costs up to a maximum of US$1,500 in any 12 month period. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses, (collectively, the "Agreement Severance"). Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwise.

Termination for Good Reason or Without Cause. If Employee terminates his employment the Employment Period shall be terminated (a) by the Executive for Good Reason Reason, or if (b) by the Company terminates Companies not for Cause, provided the Employee's employment other than for Cause at any time within twelve Executive has executed an irrevocable (12except to the extent required by law, and to the extent required by law to be revocable, has not revoked) months after a Change of Control and Employee signs and does not revoke a general release of claims agreementclaims, in a the form acceptable attached hereto as Exhibit A, the Executive shall be entitled solely to the Companyfollowing: (i) Base Salary through the Date of Termination; (ii) an amount equal to two times the sum of the Base Salary and the Executive’s target annual bonus amount for the year of termination (or the Base Salary or target annual bonus for the prior year if reduction of the Executive’s Base Salary or target annual bonus, then Employee or both, was the event giving rise to Good Reason), provided that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or 9 below; (iii) a bonus for the year of termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, payable as soon as practicable following such termination of employment; (iv) all of the restricted shares and stock options held by the Executive shall vest and/or become exercisable on the Date of Termination; and (v) medical benefits as provided in Section 5.05 below. If the Companies do not also execute (and not revoke) the release, the Executive’s release shall be null, void and without effect, and the Executive shall still receive all of the payments and benefits described in this Section. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits: benefits shall not be payable under any other plan or program. Amounts described in clause (ii) above will be payable in equal monthly installments for a period of 24 months commencing on the first month anniversary of the Date of Termination, except (i) twelve (12) months if such termination of Employee's base salary and target bonus as employment is within two years after a Change in effect as of the Termination DateControl, less all applicable withholding, payable such payments shall be made in a lump sum within thirty (30) days upon such termination of the Termination Dateemployment, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary and target bonus as in effect as of the Termination Date if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) to the Options shall become fully vested and exercisable as extent required by Section 409A of the Termination Date. Employee Code, amounts otherwise payable under clause (ii) within six months after the Executive’s termination of employment shall be entitled deferred to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding following the Termination Date ("Company-Paid Coverage")six month anniversary of such termination of employment. Employee's dependents In addition, promptly following any such termination, the Executive shall be covered to reimbursed for all Reimbursable Expenses incurred by the same extent they were covered immediately Executive prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwisetermination.

Termination for Good Reason or Without Cause. If Employee terminates his employment for Good Reason or if the Company terminates the Employee's employment other than for Cause at any time within twelve (12) months after a Change of Control and Employee signs and does not revoke a release of claims agreement, in a form acceptable to the Company, then Employee shall be entitled to the following severance benefits: (i) twelve (12) months of Employee's base salary salary, Company RSPP contribution and target bonus as in effect as of the Termination Date, less all applicable withholding, payable in a lump sum within thirty (30) days of the Termination Date, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary salary, Company RSPP contribution and target bonus as in effect as of the Termination Date date of termination if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) the any outstanding unvested Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and and, group life insurance, dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses, (collectively, the "Agreement Severance"). Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwise.

Termination for Good Reason or Without Cause. If Employee terminates his employment for Good Reason or if the Company terminates the Employee's employment other than for Cause at any time within twelve (12) months after a Change of Control and Employee signs and does not revoke a release of claims agreement, in a form acceptable to the Company, then Employee shall be entitled to the following severance benefits: (i) twelve (12) months of Employee's base salary and target bonus as in effect as of the Termination Date, less all applicable withholding, payable in a lump sum within thirty (30) days of the Termination Date, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary and target bonus as in effect as of the Termination Date date of termination if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) the Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwise.

Termination for Good Reason or Without Cause. If Employee Executive terminates his employment with the Company for Good Reason (as defined below), or if the Company terminates Executive’s employment without Cause (as defined below), then the Employee's employment other than for Cause Company will pay Executive a severance benefit equal to one (1) year of full Base Salary at any time within the Executive’s highest rate in effect in the twelve (12) months after a Change preceding the termination of Control employment plus any Target Bonus compensation Executive has accrued through the date of termination (the “Severance Payment”). In addition, notwithstanding the terms of any applicable award agreements, all outstanding long-term cash-based compensation awards (“Cash LTIP”) that have been awarded (whether or not they have been accrued) that are exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”) shall become fully vested and Employee signs and does not revoke a release of claims agreement, in a form acceptable paid; provided that any such awards that are subject to the Company, then Employee Section 409A shall fully vest but shall be entitled paid in accordance with the terms of the award and Section 409A. In addition, notwithstanding the terms of any applicable award agreements, all outstanding equity-based compensation awards that have been awarded (whether or not they have been accrued) that are exempt from Section 409A (“Equity Awards”) shall become fully vested and the restrictions thereon shall lapse; provided that any such awards that are subject to Section 409A shall vest but shall be paid in accordance with the following severance benefits: (i) terms of the award and Section 409A. In addition, the Company shall pay Executive a single lump sum payment representing twelve (12) months of Employee's base salary premiums for COBRA group health continuation coverage for Executive and target bonus as his family based on the then-current COBRA premium rate that Executive would be charged at the time of his termination of employment (the “Medical Benefit”). In addition, the Company shall be required to pay Executive his Base Salary and accrued vacation pay that Executive has earned on and through the date of such termination of employment. Subject to Section 14 (Section 409A Compliance) below, the awards that are subject to Section 409A shall vest (and be paid in effect as of accordance with the Termination Date, less all applicable withholding, payable terms and Section 409A) and the Severance Payment and the Cash LTIP (to the extent exempt from Section 409A) shall be paid in a lump sum within thirty no later than sixty (3060) days following termination of employment; provided that the Termination Date, provided, howevergeneral release under Section 5(d) below is effective on that date and; provided further that Executive shall have executed the resignations as required by Section 5(e) and; provided further that if the sixty (60) day period spans two (2) calendar years, such amount payments and accelerated vesting will be made/occur in the second calendar year. If the general release does not become effective within such 60-day period, no severance shall be increased payable hereunder. All payments hereunder are subject to eighteen (18) months of Employee's base salary all applicable income and target bonus as in effect as of the Termination Date if the Employee enters into a non-compete employment tax withholdings and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); (ii) the Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement or arrangement of the Company or otherwiserequired deductions.

Termination for Good Reason or Without Cause. If Employee terminates his At any time during the Term, (i) the Executive may terminate the Executive's employment hereunder for Good Reason or if and (ii) the Company terminates may terminate the EmployeeExecutive's employment hereunder without Cause (and other than for Cause at death or Disability). "Good Reason" shall mean the occurrence, without the Executive's prior written consent, of any time within twelve of the following events: (12A) months after a Change significant reduction in the nature or scope of Control the Executive's authority or duties from those contemplated by this Agreement; provided, that Good Reason shall not be deemed to occur solely as a result of a transaction in which the Company becomes a substantially wholly-owned subsidiary of another company or division so long as the Executive's title, duties, responsibilities and Employee signs and does not revoke a release of claims agreementauthority described in Section 3(a), in a form acceptable as they relate solely to the Company, are not reduced in any significant manner; or (B) a reduction in the then Employee shall be entitled current Base Salary, target Annual Bonus or fringe benefits specific to the following severance benefits: Executive; provided, that, any such event described in (A) or (B) above shall not constitute Good Reason unless and until the Executive shall have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Following the termination of the Executive's employment hereunder pursuant to this Section 8(d), Executive shall receive (i) twelve within five (125) months of Employee's base salary and target bonus as in effect as of the Termination Datedays following termination, less all applicable withholding, payable in a lump sum within thirty payment of (30A) days any earned but unpaid Base Salary through the date of termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, and (C) the Pro Rata Bonus plus (ii) 12 monthly payments, commencing on the first day of the Termination Datemonth immediately following Executive's termination of employment, provided, however, such amount each of which shall be increased equal to eighteen (18) months of Employee's base salary and target bonus as in effect as one 1/12 of the Termination Date sum of (A) (x) if the Employee enters into termination occurs at any time other than during the 12-month period following a nonChange in Control, zero point five times (0.5 x) the Executive's Base Salary (at the rate then in effect), and (y) if the termination occurs during the 12-compete month period following a Change in Control, one times (1 x) the Executive's Base Salary (at the rate then in effect) and non-solicitation agreement with (B) the Company Executive's target Annual Bonus. In addition, upon a termination of Executive's employment pursuant to this Section 8(d), (i) the material terms unvested portion of which are the Initial Option Grant shall expire upon such termination and the vested portion of the Initial Option Grant shall remain exercisable for the period set forth in Schedule A attached hereto); the Option Agreement and (ii) the Options Company shall become fully vested and exercisable as continue to provide health benefits to the Executive for the one-year period following the date of Executive's termination; provided, that the Company's obligation to provide any such benefits shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the provision of any health or other welfare benefit is not permissible after termination of employment under the terms of the Termination Datebenefit plans of the Company then in effect, the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination. Employee The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be entitled to a post-termination exercise period determined in accordance with the plans, policies and practices of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage that Executive shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth not participate in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement policy or arrangement program of the Company or otherwiseCompany.

Termination for Good Reason or Without Cause. If Employee terminates his At any time during the Term, (i) the Executive may terminate the Executive's employment hereunder for Good Reason or if and (ii) the Company terminates may terminate the EmployeeExecutive's employment hereunder without Cause (and other than for Cause at death or Disability). "Good Reason" shall mean the occurrence, without the Executive's prior written consent, of any time within twelve of the following events: (12A) months after a Change significant reduction in the nature or scope of Control the Executive's authority or duties from those contemplated by this Agreement; provided, that Good Reason shall not be deemed to occur solely as a result of a transaction in which the Company becomes a substantially wholly-owned subsidiary of another company or division so long as the Executive's title, duties, responsibilities and Employee signs and does not revoke a release of claims agreementauthority described in Section 3(a), in a form acceptable as they relate solely to the Company, are not reduced in any significant manner; or (B) a reduction in the then Employee shall be entitled current Base Salary, target Annual Bonus or fringe benefits specific to the following severance benefits: Executive; provided, that, any such event described in (A) or (B) above shall not constitute Good Reason unless and until the Executive shall have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Following the termination of the Executive's employment hereunder pursuant to this Section 8(d), Executive shall receive (i) twelve within five (125) months of Employee's base salary and target bonus as in effect as of the Termination Datedays following termination, less all applicable withholding, payable in a lump sum within thirty payment of (30A) days any earned but unpaid Base Salary through the date of termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, and (C) the Pro Rata Bonus plus (ii) 12 monthly payments, commencing on the first day of the Termination Datemonth immediately following Executive's termination of employment, provided, however, such amount each of which shall be increased equal to eighteen (18) months of Employee's base salary and target bonus as in effect as one 1/12 of the Termination Date sum of (A) (x) if the Employee enters into termination occurs at any time other than during the 12-month period following a nonChange in Control, one times (1 x) the Executive's Base Salary (at the rate then in effect), and (y) if the termination occurs during the 12-compete month period following a Change in Control, two times (2 x) the Executive's Base Salary (at the rate then in effect) and non-solicitation agreement with (B) the Company Executive's target Annual Bonus. In addition, upon a termination of Executive's employment pursuant to this Section 8(d), (i) the material terms unvested portion of which are the Initial Option Grant shall expire upon such termination and the vested portion of the Initial Option Grant shall remain exercisable for the period set forth in Schedule A attached hereto); the Option Agreement and (ii) the Options Company shall become fully vested and exercisable as continue to provide health benefits to the Executive for the one-year period following the date of Executive's termination; provided, that the Company's obligation to provide any such benefits shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the provision of any health or other welfare benefit is not permissible after termination of employment under the terms of the Termination Datebenefit plans of the Company then in effect, the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination. Employee The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be entitled to a post-termination exercise period determined in accordance with the plans, policies and practices of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement; (iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage that Executive shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth not participate in Schedule A attached hereto); and (iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement of expenses. Notwithstanding the foregoing, Employee agrees and acknowledges that in the event that Employee is terminated pursuant to Section 5(a) hereof, any payments and benefits that Employee is entitled to receive under this Agreement shall be offset and reduced by any severance payment or other benefit that Employee is otherwise entitled to receive pursuant to any applicable law, severance plan, policy, program, agreement policy or arrangement program of the Company or otherwiseCompany.