Common use of Without Cause, Death or Disability Clause in Contracts

Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive equal to Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, or if termination occurs as a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a period of eighteen (18) months. No Severance Pay will be paid, however, until Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of Executive’s employment.

Without Cause, Death or Disability. Employer may terminate ExecutiveEmployee’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive Employee was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive Employee equal to ExecutiveEmployee’s Base Salary at the rate in effect on the termination date for a period of eighteen six (186) months. If ExecutiveEmployee’s employment is terminated by Employer as a result of ExecutiveEmployee’s disability, or if termination occurs as a result of ExecutiveEmployee’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then ExecutiveEmployee’s Severance Pay shall also be equal to ExecutiveEmployee’s Base Salary then in effect for a period of eighteen six (186) months. No Severance Pay will be paid, however, until Executive Employee has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of ExecutiveEmployee’s employment.