Common use of Termination Not in Connection With a Change in Control Clause in Contracts

Termination Not in Connection With a Change in Control. If the Company terminates Executive’s employment with the Company without Cause, and such termination occurs more than three (3) months prior to, or more than eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive a lump sum cash payment equal to six (6) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, and (ii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, the Company shall reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) six (6) months following the date of termination, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit.

Termination Not in Connection With a Change in Control. If the Company terminates Executive’s employment with the Company without CauseCause or Executive terminates employment with the Company for Good Reason, and such termination occurs more than three (3) months prior to, or more than eighteen (18) months following, a Change in Control, then, subject to Section 910, (i) Executive shall be entitled to receive a lump sum cash payment equal to six twelve (612) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 910, and (ii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, the Company shall reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) six twelve (612) months following the date of termination, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit.