Common use of Termination Without Cause by the Company, Resignation for Good Reason Clause in Contracts

Termination Without Cause by the Company, Resignation for Good Reason. by the Executive, or Non-renewal of the Agreement by the Company. Unless Section 9(f) below is applicable, in the event the Executive’s employment during the Term is terminated without Cause by the Company or the Executive resigns for Good Reason, or upon the expiration of this Agreement at the end of its Term as a result of a non-renewal of the Agreement by the Company, the Executive shall be entitled to: (i) Base Salary through the Date of Termination; (ii) any unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of Termination payable when bonuses for such fiscal year are paid to other Company executives; (iii) a pro rated Annual Bonus for the fiscal year in which the Date of Termination occurs (determined by multiplying the amount the Executive would have received had employment continued through the end of such fiscal year by a fraction, the numerator of which is the number of days during such fiscal year that the Executive is employed by the Company and the denominator of which is 365), payable when bonuses for such fiscal year are paid to other Company executives; (iv) payment of Base Salary as salary continuation for a period of twelve (12) months, payable in accordance with the regular payroll practices of the Company; (v) continued participation in all welfare benefit plans and programs described in Paragraph 7 for a period of twelve (12) months, to the extent permitted under the terms of the relevant programs; provided, however, if the terms of the Company’s group medical plan do not permit the continued coverage of the Executive as an active employee in the plan after his termination of employment, the Company shall pay for his premiums for continuing coverage under COBRA under the Company’s group medical plan for a period of twelve (12) months on behalf of the Executive and his eligible dependants; provided, further, the obligation of the Company to provide welfare benefits under this clause (v) (including the obligation to pay COBRA premiums) shall terminate upon the Executive becoming eligible for comparable welfare benefits from another employer; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8 above, including accrued vacation; and (vii) payment of up to $75,000 in cash on an after-tax basis (assuming in calculating the after-tax amount that Executive is subject to tax at the highest marginal rate of federal, state and local tax imposed on a resident of the jurisdiction in which Executive is a tax resident) for reasonable and documented relocation expenses.

Termination Without Cause by the Company, Resignation for Good Reason. by the Executive, or Non-renewal of the Agreement by the CompanyCompany on or after a Change in Control. Unless Section 9(f) below is applicableIf, in during the event Term, the Executive’s employment during the Term is terminated within twelve (12) months after a Change in Control without Cause by the Company or the Executive resigns for Good Reason, or upon the expiration Term of this Agreement at the end of its Term as a result of a non-renewal of the Agreement is not renewed by the CompanyCompany or any successor in the twelve (12) month period following a Change in Control, the Executive shall be entitled to: (i) Base Salary through the Date of Termination; (ii) any unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of Termination payable when bonuses for such fiscal year are paid to other Company executives; (iii) a pro rated Annual Bonus for the fiscal year in which the Date of Termination occurs (determined by multiplying the amount the Executive would have received had employment continued through the end of such fiscal year by a fraction, the numerator of which is the number of days during such fiscal year that the Executive is employed by the Company and the denominator of which is 365), payable when bonuses for such fiscal year are paid to other Company executives; (iv) payment of Base Salary as salary continuation for a period of twelve twenty-four (1224) months, payable in accordance with the regular payroll practices of the Company; (v) continued participation in all welfare benefit plans and programs described in Paragraph 7 for a period of twelve twenty-four (1224) months, to the extent permitted under the terms of the relevant programs; provided, however, if the terms of the Company’s group medical plan do not permit the continued coverage of the Executive as an active employee in the plan after his termination of employment, the Company shall pay for his premiums for continuing coverage under COBRA under the Company’s group medical plan for a period of twelve eighteen (1218) months on behalf of the Executive and his eligible dependantsdependants (and thereafter shall pay for individual insurance coverage for the remaining six months); provided, further, the obligation of the Company to provide welfare benefits under this clause (v) (including the obligation to pay COBRA premiums) shall terminate upon the Executive becoming eligible for comparable welfare benefits from another employer;; and (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8 above, including accrued vacation; and (vii. For greater certainty, the Executive acknowledges and agrees that the payments and benefits set forth in this Section 9(f) payment are in lieu of up to $75,000 and not in cash on an after-tax basis (assuming addition to, the payments and benefits set forth in calculating the after-tax amount that Executive is subject to tax at the highest marginal rate of federal, state and local tax imposed on a resident of the jurisdiction in which Executive is a tax resident) for reasonable and documented relocation expensesSection 9(c).

Termination Without Cause by the Company, Resignation for Good Reason. by the Executive, or Non-renewal of the Agreement by the CompanyCompany on or after a Change in Control. Unless Section 9(f) below is applicableIf, in during the event Term, the Executive’s employment during the Term is terminated within twelve (12) months after a Change in Control without Cause by the Company or the Executive resigns for Good Reason, or upon the expiration Term of this Agreement at the end of its Term as a result of a non-renewal of the Agreement is not renewed by the CompanyCompany or any successor in the twelve (12) month period following a Change in Control, the Executive shall be entitled to: (i) Base Salary through the Date of Termination; (ii) any unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of Termination payable when bonuses for such fiscal year are paid to other Company executives; (iii) a pro rated Annual Bonus for the fiscal year in which the Date of Termination occurs (determined by multiplying the amount the Executive would have received had employment continued through the end of such fiscal year by a fraction, the numerator of which is the number of days during such fiscal year that the Executive is employed by the Company and the denominator of which is 365), payable when bonuses for such fiscal year are paid to other Company executives; (iv) payment of Base Salary as salary continuation for a period of twelve twenty-four (1224) months, payable in accordance with the regular payroll practices of the Company; (v) continued participation in all welfare benefit plans and programs described in Paragraph 7 for a period of twelve twenty-four (1224) months, to the extent permitted under the terms of the relevant programs; provided, however, if the terms of the Company’s group medical plan do not permit the continued coverage of the Executive as an active employee in the plan after his termination of employment, the Company shall pay for his premiums for continuing coverage under COBRA under the Company’s group medical plan for a period of twelve eighteen (1218) months on behalf of the Executive and his eligible dependantsdependants (and thereafter shall pay for individual insurance coverage for the remaining six months); provided, further, the obligation of the Company to provide welfare benefits under this clause (v) (including the obligation to pay COBRA premiums) shall terminate upon the Executive becoming eligible for comparable welfare benefits from another employer; (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8 above, including accrued vacation; and (vii) payment of up to $75,000 in cash on an after-tax basis (assuming in calculating the after-tax amount that Executive is subject to tax at the highest marginal rate of federal, state and local tax imposed on a resident of the jurisdiction in which Executive is a tax resident) for reasonable and documented relocation expenses. For greater certainty, the Executive acknowledges and agrees that the payments and benefits set forth in this Section 9(f) are in lieu of and not in addition to, the payments and benefits set forth in Section 9(c).

Termination Without Cause by the Company, Resignation for Good Reason. by the Executive, or Non-renewal of the Agreement by the Company. Unless Section 9(f) below is applicable, in the event the Executive’s employment during the Term is terminated without Cause by the Company or the Executive resigns for Good Reason, or upon the expiration of this Agreement at the end of its Term as a result of a non-renewal of the Agreement by the Company, the Executive shall be entitled to: (i) Base Salary through the Date of Termination; (ii) any unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of Termination payable when bonuses for such fiscal year are paid to other Company executives; (iii) a pro rated Annual Bonus for the fiscal year in which the Date of Termination occurs (determined by multiplying the amount the Executive would have received had employment continued through the end of such fiscal year by a fraction, the numerator of which is the number of days during such fiscal year that the Executive is employed by the Company and the denominator of which is 365), payable when bonuses for such fiscal year are paid to other Company executives; (iv) payment of Base Salary as salary continuation for a period of twelve (12) months, payable in accordance with the regular payroll practices of the Company; (v) continued participation in all welfare benefit plans and programs described in Paragraph 7 for a period of twelve (12) months, to the extent permitted under the terms of the relevant programs; provided, however, if the terms of the Company’s group medical plan do not permit the continued coverage of the Executive as an active employee in the plan after his termination of employment, the Company shall pay for his premiums for continuing coverage under COBRA under the Company’s group medical plan for a period of twelve (12) months on behalf of the Executive and his eligible dependants; provided, further, the obligation of the Company to provide welfare benefits under this clause (v) (including the obligation to pay COBRA premiums) shall terminate upon the Executive becoming eligible for comparable welfare benefits from another employer;; and (vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8 above, including accrued vacation; and (vii) payment of up to $75,000 in cash on an after-tax basis (assuming in calculating the after-tax amount that Executive is subject to tax at the highest marginal rate of federal, state and local tax imposed on a resident of the jurisdiction in which Executive is a tax resident) for reasonable and documented relocation expenses.