Common use of Termination Not Related to a Change in Control Clause in Contracts

Termination Not Related to a Change in Control. i) Except in a termination related to a Change in Control (as defined in Section 5(d)), which is covered in Section 5(c), if: (1) the Employee’s employment is involuntarily terminated by the Company other than for (x) Cause (as defined in Section 5(d) and subject to the notice and cure provisions described therein), (y) death or (z) Disability (as defined in Section 5(d)), or (2) the Employee voluntarily terminates his or her employment for Good Reason (as defined in Section 5(d) and subject to the notice and cure provisions described therein), then, subject to the Employee delivering an executed release in the form attached hereto as Exhibit A or, at the Company’s election, such other form that the Company is then using for employees similarly situated to the Employee, the Company will provide the Employee the following: (A) a lump sum equivalent of six months of the Employee’s base salary as in effect on the Termination Date; and (B) for six months following the Termination Date, the Employee also shall be entitled to continuation, at the Company’s expense, of group medical, dental, long-term disability, accidental death and disability, and life insurance benefits from the Company to the extent permitted under such plans or as otherwise approved by the Board, as in effect immediately prior to the Termination Date; provided, however, that in the event continuation of such benefits is not permitted under such plans, the Company shall pay to Employee the cash equivalent of such benefits not permitted to be covered under such plans. ii) The continuation of benefits at the Company’s expense pursuant to Section 5(b)(i)(B) shall be concurrent with any obligation of the Company to provide continuation of coverage under Section 4980B of the Internal Revenue Code of 1986 or Sections 601 et. seq. of the Employee Retirement Income Security Act of 1974 (collectively, “COBRA”), and shall not replace or extend the Employee’s right to continued coverage under COBRA.

Termination Not Related to a Change in Control. i) Except in a termination related to a Change in Control (as defined in Section 5(d)), which is covered in Section 5(c), if: (1) the Employee’s employment is involuntarily terminated by the Company other than for (x) Cause (as defined in Section 5(d) and subject to the notice and cure provisions described therein), (y) death or (z) Disability (as defined in Section 5(d)), or (2) the Employee voluntarily terminates his or her employment for Good Reason (as defined in Section 5(d) and subject to the notice and cure provisions described therein), then, subject to the Employee delivering an executed release in the form attached hereto as Exhibit A or, at the Company’s election, such other form that the Company is then using for employees similarly situated to the Employee, the Company will provide the Employee the following: (A) a lump sum equivalent of six 12 months of the Employee’s base salary as in effect on the Termination Date; and (B) for six 12 months following the Termination Date, the Employee also shall be entitled to continuation, at the Company’s expense, of group medical, dental, long-term disability, accidental death and disability, and life insurance benefits from the Company to the extent permitted under such plans or as otherwise approved by the Board, as in effect immediately prior to the Termination Date; provided, however, that in the event continuation of such benefits is not permitted under such plans, the Company shall pay to Employee the cash equivalent of such benefits not permitted to be covered under such plans. ii) The continuation of benefits at the Company’s expense pursuant to Section 5(b)(i)(B) shall be concurrent with any obligation of the Company to provide continuation of coverage under Section 4980B of the Internal Revenue Code of 1986 or Sections 601 et. seq. of the Employee Retirement Income Security Act of 1974 (collectively, “COBRA”), and shall not replace or extend the Employee’s right to continued coverage under COBRA.

Termination Not Related to a Change in Control. i) Except in a termination related to a Change in Control (as defined in Section 5(d)), which is covered in Section 5(c), if: (1) the Employee’s employment is involuntarily terminated by the Company other than for (x) Cause (as defined in Section 5(d) and subject to the notice and cure provisions described therein), (y) death or (z) Disability (as defined in Section 5(d)), or (2) the Employee voluntarily terminates his or her employment for Good Reason (as defined in Section 5(d) and subject to the notice and cure provisions described therein), then, subject to the Employee delivering an executed release in the form attached hereto as Exhibit A or, at the Company’s election, such other form that the Company is then using for employees similarly situated to the Employee, the Company will provide the Employee the following: (A) a lump sum equivalent of six 12 months of the Employee’s base salary and target bonus as in effect on the Termination Date; and (B) for six 12 months following the Termination Date, the Employee also shall be entitled to continuation, at the Company’s expense, of group medical, dental, long-term disability, accidental death and disability, and life insurance benefits from the Company to the extent permitted under such plans or as otherwise approved by the Board, as in effect immediately prior to the Termination Date; provided, however, that in the event continuation of such benefits is not permitted under such plans, the Company shall pay to Employee the cash equivalent of such benefits not permitted to be covered under such plans; and (C) the accrued target bonus earned during the calendar year of severance on a pro rata basis. ii) The continuation of benefits at the Company’s expense pursuant to Section 5(b)(i)(B) shall be concurrent with any obligation of the Company to provide continuation of coverage under Section 4980B of the Internal Revenue Code of 1986 or Sections 601 et. seq. of the Employee Retirement Income Security Act of 1974 (collectively, “COBRA”), and shall not replace or extend the Employee’s right to continued coverage under COBRA.