Common use of Termination Without Cause; Death/Disability; Resignation for Good Reason Clause in Contracts

Termination Without Cause; Death/Disability; Resignation for Good Reason. During the Initial Term, or any Renewal Term, of this Agreement, if the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment with the Company for Good Reason, or Executive's employment is terminated by reason of death or disability, then the Company shall immediately pay to the Executive or his estate a lump sum severance payment equal to the total sum of the Executive's then current base salary as provided in Section 3 as would be due in the aggregate (absent the termination) for the remainder of the entire Initial Term, or Renewal Term, as the case may be, of this Agreement, not to be less than three (3) months of the Executive's then current base salary. Provided, however, in the event the Executive's employment is terminated during the Initial Term or any Renewal Term by reason of death or disability, the Company shall be entitled to an offset against any lump sum payment obligation due under this subsection e as a result of said death or disability an amount equal to (i) any death proceeds payable to the Executive's estate or his designated beneficiary arising from any Company group plan insurance policy insuring the life of the Executive carried by the Company, or (ii) in the event of termination by reason of disability during the Initial Term, by the aggregate disability benefits which the Executive would be eligible to receive during the remainder of the Initial Term under a disability insurance policy on the Executive carried by the Company, or if during any Renewal Term, by an amount equal to the first three months of disability payments to which the Executive is eligible to receive under a disability policy on the Executive carried by the Company. In addition, the Company shall maintain in full force and effect for the continued benefit of the Executive, for the remaining term of this Agreement, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that his continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those to which he is entitled to receive under such plans and programs. The Company represents that it will cause to be set aside all necessary funds to satisfy its obligations hereunder.

Termination Without Cause; Death/Disability; Resignation for Good Reason. During the Initial Term, or any Renewal Term, of this Agreement, if the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his her employment with the Company for Good Reason, or Executive's employment is terminated by reason of death or disability, then the Company shall immediately pay to the Executive or his her estate a lump sum severance payment equal to the total sum of the Executive's then current base salary as provided in Section 3 as would be due in the aggregate (absent the termination) for the remainder of the entire Initial Term, or Renewal Term, as the case may be, of this Agreement, not to be less than three (3) months of the Executive's then current base salary. Provided, however, in the event the Executive's employment is terminated during the Initial Term or any Renewal Term by reason of death or disability, the Company shall be entitled to an offset against any lump sum payment obligation due under this subsection e as a result of said death or disability an amount equal to (i) any death proceeds payable to the Executive's estate or his her designated beneficiary arising from any Company group plan insurance policy insuring the life of the Executive carried by the Company, or (ii) in the event of termination by reason of disability during the Initial Term, by the aggregate disability benefits which the Executive would be eligible to receive during the remainder of the Initial Term under a disability insurance policy on the Executive carried by the Company, or if during any Renewal Term, by an amount equal to the first three months of disability payments to which the Executive is eligible to receive under a disability policy on the Executive carried by the Company. In addition, the Company shall maintain in full force and effect for the continued benefit of the Executive, for the remaining term of this Agreement, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that his her continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those to which he she is entitled to receive under such plans and programs. The Company represents that it will cause to be set aside all necessary funds to satisfy its obligations hereunder.

Termination Without Cause; Death/Disability; Resignation for Good Reason. During the Initial Term, or any Renewal Term, Term of this Agreement, if the Executive's employment is terminated by the Company without Cause or the Executive voluntarily terminates his employment with the Company for Good Reason, or Executive's employment is terminated by reason of death or disability, then the Company shall immediately pay to the Executive or his estate a lump sum severance payment equal to the total sum of the Executive's then current base salary as provided in Section 3 as would be due in the aggregate (absent the termination) for the remainder of the entire Initial Term, or Renewal Term, as the case may be, of this Agreement, not to be less than three (3) months of the Executive's then current base salary. Provided, however, in the event the Executive's employment is terminated during the Initial Term or any Renewal Term by reason of death or disability, the Company shall be entitled to an offset against any lump sum payment obligation due under this subsection e as a result of said death or disability an amount equal to (i) any death proceeds payable to the Executive's estate or his designated beneficiary arising from any Company group plan insurance policy insuring the life of the Executive carried by the Company, or (ii) in the event of termination by reason of disability during the Initial Term, by the aggregate disability benefits which the Executive would be eligible to receive during the remainder of the Initial Term under a disability insurance policy on the Executive carried by the Company, or if during any Renewal Term, by an amount equal to the first three months of disability payments to which the Executive is eligible to receive under a disability policy on the Executive carried by the Company. In addition, the Company shall maintain in full force and effect for the continued benefit of the Executive, for the remaining term of this Agreement, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of termination, provided that his continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those to which he is entitled to receive under such plans and programs. The Company represents that it will cause to be set aside all necessary funds to satisfy its obligations hereunder.