Common use of Termination with Severance Benefits Clause in Contracts

Termination with Severance Benefits. If Executive’s employment is terminated pursuant to Subsection 6(b) (by the Company without “Cause”), 6(e) (for “Good Reason”) or 6(f) (“Change in Control”), then Executive shall be entitled to receive: (i) a severance equal to the Base Salary paid in equal installments each month over a period of twelve (12) months; and (ii) reimbursement for monthly premiums paid by Executive for his (and, if applicable, his spouse’s and dependents’) continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the group health, dental and/or vision plans sponsored by the Company (or any of its affiliates) for a period of twelve (12) months. Notwithstanding the foregoing, no amount shall be payable to Executive under this Section 7 unless at the time of resignation or termination, Executive has been employed by Company for more than three (3) months. Further, notwithstanding the foregoing, the severance benefits described in the preceding paragraph are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of a general release of claims against the Company substantially in the form attached hereto as Exhibit A (the “Release”). Subject to the following paragraph, the severance benefits described in the preceding paragraph will be begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 7(b) hereof will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.

Termination with Severance Benefits. If Executive’s employment is terminated pursuant to Subsection 6(b) (by the Company without “Cause”), 6(e) (for “Good Reason”) or 6(f) (“Change in Control”), then Executive shall be entitled to receive: (i) a severance equal to the Base Salary paid in equal installments each month over a period of twelve (12) months; and (ii) reimbursement for monthly premiums paid by Executive for his (and, if applicable, his spouse’s and dependents’) continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the group health, dental and/or vision plans sponsored by the Company (or any of its affiliates) for a period of twelve (12) months. In addition, if Executive’s employment is terminated pursuant to Subsection 6(b), 6(e) or 6(f) on or before the first anniversary of the Effective Date, then 1/48th of the shares subject to the stock option granted pursuant to Section 5(c) hereof shall vest at the end of each full calendar month beginning on the Effective Date and ending on the date of Executive’s termination. Notwithstanding the foregoing, no amount shall be payable to Executive under this Section 7 unless at the time of resignation or termination, Executive has been employed by Company for more than three (3) monthsmonths from the Effective Date. Further, notwithstanding the foregoing, the severance benefits described in the preceding paragraph are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of a general release of claims against the Company substantially in the form attached hereto as Exhibit A (the “Release”). Subject to the following paragraph, the severance benefits described in the preceding paragraph will be begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 7(b) hereof will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.

Termination with Severance Benefits. If Executive’s employment is terminated pursuant to Subsection 6(b) (by the Company without “Cause”), 6(e) (for “Good Reason”) or 6(f) (“Change in Control”), then Executive shall be entitled to receive: (i) If Lawsxx xxxminates Employee's employment at any time for any reason other than the reasons set forth in any of clauses (i) - (v) of Section 5.01 or if Employee elects to terminate Employee's employment because of a material diminution or adverse change in the title, duties, or hierarchical reporting relationships of Employee: (a) Lawsxx xxxll pay Employee severance payments equal to the Base Salary paid (1) 100% of Employee's annual base salary (less applicable Taxes as defined in equal installments each month over a period of twelve (12Section 8.03) months; and (ii2) reimbursement for monthly premiums paid by Executive for his 100% of Employee's then current annual target incentive compensation (and, if applicable, his spouse’s and dependents’less applicable Taxes) continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the group health, dental and/or vision plans sponsored by the Company (or any of its affiliates) for a period of twelve (12) months. Notwithstanding the foregoing, no amount shall be payable to Executive under this Section 7 unless at the time of resignation or termination, Executive has (b) Lawsxx xxxll pay Employee accrued and unpaid salary and flexible time off (FTO) benefits through the date of termination, and (c) Lawsxx xxxll pay Employee any unpaid incentive compensation earned for the fiscal quarter preceding the fiscal quarter during which termination occurs, but Lawsxx xxxll have no obligation (other than the annual target incentive compensation under clause (a) above) to pay Employee any incentive compensation for the fiscal quarter during which termination occurs (whether or not Employee would otherwise have been employed by Company for more than three eligible to receive such incentive compensation) (3the amounts under clauses (a), (b) monthsand (c) of this Section 5.02(i) are collectively referred to as "Severance Payments"). Further, notwithstanding The Severance Payments shall be payable in full promptly following termination of Employee's employment and completion of the foregoing, rescission period identified in Exhibit A. Employee shall receive Severance Payments to the severance benefits extent described in the preceding paragraph are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of this Section 5.02 only if Employee signs a general release of claims against the Company substantially in the a form attached hereto to this Agreement as Exhibit A (and the “Release”)rescission period thereunder has expired) and continues to comply with this Agreement. Subject If Employee does not sign, or if Employee rescinds, such a general release of claims, Employee shall not be entitled to receive any Severance Payments under the following paragraphprovisions of this Agreement. Any Severance Payments or other payment made under this Section 5.02 will be paid according to Lawsxx'x xxxmal payroll policies. No severance payments shall commence until completion of the rescission period identified in Exhibit A (and no severance payments shall be payable to Employee if at the time of completion of the rescission period, the severance benefits Employee has exercised Employee's right of rescission described in the preceding paragraph will be begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 7(b) hereof will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”Exhibit A). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.

Termination with Severance Benefits. If Executive’s employment is terminated pursuant to Subsection 6(b) (by the Company without “Cause”), 6(e) (for “Good Reason”) or 6(f) (“Change in Control”), then Executive shall be entitled to receive: (i) a severance equal to the Base Salary paid in equal installments each month over a period of twelve (12) months; and (ii) reimbursement for monthly premiums paid by Executive for his (and, if applicable, his spouse’s and dependents’) continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the group health, dental and/or vision plans sponsored by the Company (or any of its affiliates) for a period of twelve (12) months. Notwithstanding the foregoing, no amount shall be payable to Executive under this Section 7 unless at the time of resignation or termination, Executive has been employed by Company for more than three (3) monthsmonths from the Effective Date. Further, notwithstanding the foregoing, the severance benefits described in the preceding paragraph are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of a general release of claims against the Company substantially in the form attached hereto as Exhibit A (the “Release”). Subject to the following paragraph, the severance benefits described in the preceding paragraph will be begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 7(b) hereof will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.

Termination with Severance Benefits. If Executive’s employment is terminated pursuant to Subsection 6(b) (by the Company without “Cause”), 6(e) (for “Good Reason”) or 6(f) (“Change in Control”), then Executive shall be entitled to receive: (i) If Lawsxx xxxminates Employee's employment at any time for any reason other than the reasons set forth in clauses (i) - (v) of Section 5.01 or if Employee elects to terminate Employee's employment because of a material diminution or adverse change in the title, duties, or hierarchical reporting relationships of Employee (if Employee no longer serves as President, but continues to serve as Chief Executive Officer, that change will not be considered a material diminution or adverse change in title, duties or hierarchical reporting relationships under this clause (i)): (a) Lawsxx xxxll pay Employee severance payments equal to the Base Salary paid (1) 100% of Employee's annual base salary (less applicable Taxes as defined in equal installments each month over a period of twelve (12Section 7.03) months; and (ii2) reimbursement for monthly premiums paid by Executive for his 100% of Employee's then current annual target incentive compensation (and, if applicable, his spouse’s and dependents’less applicable Taxes) continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the group health, dental and/or vision plans sponsored by the Company (or any of its affiliates) for a period of twelve (12) months. Notwithstanding the foregoing, no amount shall be payable to Executive under this Section 7 unless at the time of resignation or termination, Executive has (b) Lawsxx xxxll pay Employee accrued and unpaid salary and flexible time off (FTO) benefits through the date of termination, and (c) Lawsxx xxxll pay Employee any unpaid incentive compensation earned for the fiscal quarter preceding the fiscal quarter during which termination occurs, but Lawsxx xxxll have no obligation (other than the annual target incentive compensation under clause (a) above) to pay Employee any incentive compensation for the fiscal quarter during which termination occurs (whether or not Employee would otherwise have been employed by Company for more than three eligible to receive such incentive compensation) (3the amounts under clauses (a), (b) monthsand (c) of this Section 5.02(i) are collectively referred to as "Severance Payments"). Further, notwithstanding The Severance Payments shall be payable in full promptly following termination of Employee's employment and completion of the foregoing, rescission period identified in Exhibit A. Employee shall receive Severance Payments to the severance benefits extent described in the preceding paragraph are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of this Section 5.02 only if Employee signs a general release of claims against the Company substantially in the a form attached hereto to this Agreement as Exhibit A (and the “Release”)rescission period thereunder has expired) and continues to comply with this Agreement. Subject If Employee does not sign, or if Employee rescinds, such a general release of claims, Employee shall not be entitled to receive any Severance Payments under the following paragraphprovisions of this Agreement. Any Severance Payments or other payment made under this Section 5.02 will be paid according to Lawsxx'x xxxmal payroll policies. No severance payments shall commence until completion of the rescission period identified in Exhibit A (and no severance payments shall be payable to Employee if at the time of completion of the rescission period, the severance benefits Employee has exercised Employee's right of rescission described in the preceding paragraph will be begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 7(b) hereof will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”Exhibit A). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.