Common use of Termination of Employment by the Company without Cause or by Executive for Good Reason Clause in Contracts

Termination of Employment by the Company without Cause or by Executive for Good Reason. If during the term of this Agreement, and prior to a Change of Control, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, the Executive shall be entitled to the following: (a) In addition to the sums payable in accordance with Section 3.4, an amount equal to the sum of (1) the Executive’s annual base salary in effect for the fiscal year that the Date of Termination occurs and (2) the Termination Bonus, which the Company shall pay such amount in a lump sum no later than 10 days after the Date of Termination. (b) Until the first anniversary of the Date of Termination, the Company shall provide group life, long-term disability and health insurance benefits (collectively, the “Group Benefits”) to the Executive commensurate with those provided to the Executive immediately prior to the Date of Termination (with the Executive to pay any portion of an insurance premium that the Executive paid prior to the Date of Termination) or, alternatively, the Company shall reimburse the out-of-pocket costs incurred by the Executive to obtain commensurate benefits, including a gross-up payment to offset the income tax consequences of such reimbursement; provided, that if the Executive is provided some or all of his Group Benefits by a subsequent employer, the Company’s obligation hereunder shall be limited to making up any shortfall to the extent the benefits provided by the subsequent employer are less favorable than those provided by the Company; and provided further, that Executive shall submit all benefit claims and requests for reimbursement hereunder timely so that all payments due under this Section 3.1(b) may be made by December 31 of the calendar year following the year in which the expense was incurred. Any gross-up payment shall be paid no later than the end of the year following the year in which the Executive remits the taxes to the applicable taxing authority. (c) Continuation coverage under the Company’s plan(s) as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and the Company’s group health plan(s), under the same terms and conditions applicable to other Company employees. (d) Automatic acceleration of the vesting of any stock options, restricted stock or restricted stock units granted to the Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination. To the extent this Section 3.1(d) changes the terms of stock options, restricted stock or restricted stock units held by the Executive now or in the future in a manner that is beneficial to the Executive, this Section 3.1(d) shall be deemed to be an amendment to the agreement between the Company and the Executive setting forth the terms of such awards and shall form a part of such agreement.