Common use of Termination Without Cause by Employer Clause in Contracts

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with Section 4.7. If Employer terminates Executive’s employment without Cause at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if within sixty (60) days following termination of employment (the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effective, and so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of Articles 6, 7, and/or 8 hereof, including the provisions of the CPIN Agreement.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause upon notice to Executive provided in accordance with Section 4.7Cause, at any time. If Employer terminates Executive’s employment without Cause (including, for purposes of clarity, a termination by the Employer at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount end of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as term then in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b1.2), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if Standard Entitlements, which shall be paid to Executive within sixty (60) 30 days following termination of employment (or earlier if required by law. In addition to the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effectiveabove, and so long as Executive has not revoked or breached the provisions complies with all of the General Release or breached conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the provisions sum of Articles 6, 7, and/or 8 hereof, including the provisions (i) an amount equal to 150% of the CPIN Agreement.greater of the Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of eighteen (18) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of 18 months following the date of termination (without duplication of any reimbursements made by the Company to Executive for such coverage pursuant to clause (iii) above) (collectively, the “Severance Payment”). Subject to Section 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in monthly installments in accordance with Employer’s regular payroll practices for the 18 months following the date of termination, provided that such payments shall not commence before: (i) Employer receives an executed copy of the Release (defined in Section 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that such payments shall commence in the month following the month in which Executive’s Separation from Service

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with Section 4.7. If Employer terminates Executive’s employment without Cause at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of EmployeeExecutive’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if within sixty (60) days following termination of employment (the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in the accordance with the CompanyEmployer’s standard release form hereto (the “General Release”) ), a form of which is attached hereto as Exhibit “A,” and the General Release has become effective, and so long as Executive has not revoked or breached the provisions of the General Release or breached any of the provisions of Articles 6, 7, and/or 8 hereof, including the provisions of the CPIN Agreement. In the event that the Release Period includes two calendar years, the Severance payments shall be made in the second calendar year.

Termination Without Cause by Employer. Employer may terminate Executive’s 's employment without Cause upon notice to Executive provided in accordance with Section 4.7at any time. If Employer terminates Executive’s 's employment without Cause at any time during Executive’s employmentCause, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if Standard Entitlements. In addition to the above, in the event that (i) Executive complies with all of the conditions in paragraph 5.2.1 below and only if within sixty (60ii) days following termination of Employer terminates Executive's employment without Cause prior to the date on which a new President and CEO that is hired by the Company commences his employment as President and CEO (the “Release Period”) "New CEO Hire Date"), then Executive has executed and delivered will be entitled to Employer the General Release substantially an aggregate severance payment equal to Executive's then Base Salary, payable on a pro-rated basis in accordance with Employer's regular payroll practices, for the twelve (12) months immediately following such termination date (the "Severance Payment"); PROVIDED, HOWEVER, that, if Executive is removed from his positions as President and CEO as a result of the hiring of a new President and CEO by the Company’s standard release form hereto , then such removal shall not constitute termination without Cause hereunder and Executive shall not be entitled to the Severance Payment. In addition, if (i) Employer has appointed Executive as Employer's Chairman of the “General Release”) and the General Release has become effectiveBoard, and so long (ii) Employer terminates Executive from such position without Cause on or before the Final Severance Date (as defined below), then Executive has not revoked or breached will be entitled to receive the provisions Severance Payment provided that Executive complies with all of the General Release or breached conditions in paragraph 5.2.1 below. Upon Executive's termination without Cause, subject to the provisions conditions specified above, any shares of Articles 6, 7, and/or 8 hereof, including Common Stock underlying Executive's then outstanding stock options that otherwise would vest during the provisions twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the CPIN Agreementdate of such termination, and such stock options may be exercised in whole or in part at any time within thirty (30) days of the date of such termination without Cause. In the event of such termination without Cause, all of Employer's other obligations pursuant to this Agreement shall terminate automatically and extinguish completely following the date of such termination without Cause. As used herein, the "Final Severance Date" shall mean the first anniversary of the New CEO Hire Date.

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with Section 4.7at any time and for any (or no) reason. If Employer terminates Executive’s employment without Cause at any time during Executive’s employmentCause, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if Standard Entitlements, which shall be paid to Executive within sixty (60) 30 days following termination of employment (or earlier if required by law. In addition to the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effectiveabove, and so long as Executive has not revoked or breached the provisions timely complies with all of the General Release or breached conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the provisions sum of Articles 6, 7, and/or 8 hereof, including the provisions (i) an amount equal to 100% of the CPIN Agreementgreater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause upon notice to Executive provided in accordance with Section 4.7Cause, at any time. If Employer terminates Executive’s employment without Cause at any time during Executive’s employmentCause, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if Standard Entitlements, which shall be paid to Executive within sixty (60) 30 days following termination of employment (or earlier if required by law. In addition to the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effectiveabove, and so long as Executive has not revoked or breached the provisions complies with all of the General Release or breached conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the provisions sum of Articles 6, 7, and/or 8 hereof, including the provisions (i) an amount equal to 150% of the CPIN Agreementgreater of the Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Employee would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of eighteen (18) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Employee and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Employee was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of 18 months following the date of termination (which amount shall be reduced by the amount of any reimbursements made by the Company to Employee pursuant to clause (iii) above, if any) (collectively, the “Severance Payment”). Subject to Section 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in monthly installments in accordance with Employer’s regular payroll practices for the 18 months following the date of termination, provided that such payments shall not commence before: (i) Employer receives an executed copy of the Release (defined in Section 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that such payments shall commence in the month following the month in which Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination without Cause, subject to the conditions specified above, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause upon notice to Executive provided in accordance with Section 4.7Cause, at any time. If Employer terminates Executive’s employment without Cause at any time during Executive’s employmentCause, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if Standard Entitlements, which shall be paid to Executive within sixty (60) 30 days following termination of employment (or earlier if required by law. In addition to the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effectiveabove, and so long as Executive has not revoked or breached the provisions complies with all of the General Release conditions in Section 5.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) Executive’s then Base Salary, plus (ii) the total bonus amount paid to Executive pursuant to Section 2.2, if any, during the 12 months immediately preceding the date of termination (collectively, the “Severance Payment”). Subject to Section 11, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or breached other payroll deductions) on a pro-rated basis in accordance with Employer’s regular payroll practices for the provisions 12 months immediately following the date of Articles 6termination, 7, and/or 8 hereof, including the provisions provided that such payments shall not commence before: (i) Employer receives an executed copy of the CPIN AgreementRelease (defined in Section 5.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release. Upon Executive’s termination without Cause, subject to the conditions specified above, any shares of Common Stock underlying Executive’s then outstanding stock options that otherwise would vest during the twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the date of such termination, and such stock options may be exercised in whole or in part at any time within ninety (90) days of the date of such termination without Cause. In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with Section 4.7at any time and for any (or no) reason. If Employer terminates Executive’s employment without Cause (including, for purposes of clarity, a termination by the Employer at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount end of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as term then in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b1.2), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if Standard Entitlements, which shall be paid to Executive within sixty (60) 30 days following termination of employment (or earlier if required by law. In addition to the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effectiveabove, and so long as Executive has not revoked or breached the provisions timely complies with all of the General Release or breached conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the provisions sum of Articles 6, 7, and/or 8 hereof, including the provisions (i) an amount equal to 100% of the CPIN Agreementgreater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve (12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical, dental and vision insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve (12) months following the date of termination (without duplication of any reimbursements made by the Company to Executive for such coverage pursuant to clause (iii) above) (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in monthly installments in accordance with Employer’s regular payroll practices for the 12 months following the date of termination, provided that such payments shall not commence before: (i) Employer receives an executed copy of the Release (defined in Section 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that such payments shall commence in the month following the month in which Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.