Termination Prior to a Sale of the Company. Provided that a Sale of the Company shall not have occurred or is pending, during the Term, if Employee’s employment is terminated by the Company without Cause, if Employee’s employment is terminated by reason of death or disability, or if Employee voluntarily terminates her employment with the Company for Good Reason, the Company shall continue to pay Employee or her estate as special severance payments hereunder Employee’s then current base salary as provided in Section 3(a) payable in regular installments over a period of one (1) year after termination in accordance with the normal payroll practices of the Company, but if and only if, Employee or, in the event of Employee’s death or disability, her executor or other personal representative, has executed and delivered to the Company a general release (“Release”) in form and substance reasonably satisfactory to the Company, and the Release has become effective, and only so long as Employee has not revoked or breached the provisions of the Release or breached the provisions of Section 8, 9 or 10 hereof. In addition, notwithstanding Section 7(d) hereof, for the term of the one-year period after such termination, subject to the limitations described immediately above and subject to Employee’s election of “COBRA” continuation coverage during such period, the Company shall reimburse Employee an amount equal to the employer portion of the heath insurance premium paid by the Company on behalf of Employee immediately prior to termination of Employee’s employment; provided, however, that any such payments shall cease if Employee becomes eligible for coverage under another employer’s health insurance plan. Employee shall be responsible for the remainder of the COBRA payments over and above such reimbursement.
