Severance Upon Termination. If your employment with the Company terminates for any reason other than your death or disability, resignation by you without Good Reason (as defined below), or termination by the Company for Cause (as defined below), and if you execute (without revocation) a release and separation agreement satisfactory to the Company, substantially in the form attached as Exhibit I, as may be modified to comply with applicable law, within 30 days following such termination of employment (the “Release”), you will be entitled to the following benefits: • You will receive salary continuance for 26 weeks, payable in accordance with the normal payroll cycle of the Company, commencing with the first payroll following termination of employment, provided, however if you fail to return the Release in a timely manner the salary payments shall cease and the salary previously paid following the termination of your employment must be repaid to the Company. • You (and your eligible dependents) will have the right to elect to continue your medical insurance benefits in accordance with federal Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”). If you elect this continuation coverage and submit proof of such election to the Company’s head of Human Resources or leading Administrative Professional, for the portion of the COBRA period during which you are entitled to salary continuation, the Company shall continue to pay or reimburse a monthly amount equal to the Company’s portion of the monthly premium cost of your (and your “qualified beneficiaries” within the meaning of Section 4980B(g)(1)(A) of the Internal Revenue Code of 1986) participation in the Company’s group medical and dental plans (“COBRA Premiums”); provided, however, that entitlement to continued medical insurance premium benefits under this section shall cease upon your becoming covered by a plan providing similar or better benefits coverage from a new employer. Your are required to notify the Company immediately if you become eligible for coverage under another medical or dental plan. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefits set forth in the first sentence of this paragraph without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then Company will, in lieu thereof, provide to you during the remainder of the COBRA Continuation Period, a taxable monthly payment in an amount equal to the COBRA Premiums. If you fail to return the Release in a timely manner, the premium payments shall cease and the portion of the premium previously paid by the Company following the termination of your employment must be repaid to the Company. • You will continue to own (if you have not previously sold) previously vested awards under the equity incentive plan. If the Company terminates your employment without Cause and if you execute (without revocation) the Release, you will be entitled to vest, on the 30th day following such termination of employment, in a pro rata portion of awards under the equity incentive plan as if the next objective to be achieved for vesting had been achieved (such pro rata portion to be that portion of the overall progress toward achievement of such next objective as measured from the objective then most recently achieved). If your employment with the Company terminates due to your death, your estate shall be entitled to receive payments equal to 6 months of your annual salary, payable over 26 weeks, in accordance with the normal payroll cycle of the Company, commencing with the first payroll following your death. In addition, your surviving spouse and dependents, if any, shall be entitled to continued participation in medical insurance benefits under the Company’s plan in accordance with COBRA. If your surviving spouse and dependents, as applicable, elect to receive COBRA coverage, the Company will pay toward such continued coverage that amount of the medical insurance premium that it paid immediately prior to your termination for the six-month period following your death. Other than the severance and death benefits described above, you will not be entitled to any other compensation or benefit not already paid or payable as of the date your employment terminates. For purposes of this Agreement:
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Severance Upon Termination. If your (a) Upon termination of Employee’s employment with the Company terminates for any reason other than your death or disability, resignation by you without Good Reason (as defined below), or termination under this Agreement by the Company without Cause and subject to Section 7 (d) below, then, in lieu of any further salary, bonus, or other payments for Cause (as defined below), and if you execute (without revocation) a release and separation agreement satisfactory periods subsequent to the CompanyDate of Termination, substantially in the form attached as Exhibit I, as may be modified to comply with applicable law, within 30 days following such termination of employment (the “Release”), you will be entitled Company shall pay to the following benefits: • You will receive salary continuance for 26 weeks, payable in accordance with the normal payroll cycle of the Company, commencing with the first payroll following termination of employment, provided, however if you fail Employee severance equal to return the Release in a timely manner the salary payments nine months average monthly annual base salary. Such severance payment shall cease and the salary previously paid following the termination of your employment must be repaid to the Company. • You (and your eligible dependents) will have the right to elect to continue your medical insurance benefits in accordance with federal Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”). If you elect this continuation coverage and submit proof of such election made according to the Company’s head of Human Resources or leading Administrative Professional, for normal payroll process spread out equally over the portion of the COBRA period during which you are entitled to salary continuation, severance period. Under this Section 7 (a) the Company shall continue to will also pay or reimburse a monthly amount equal to the CompanyEmployee’s portion of the monthly COBRA premium cost of your (and your “qualified beneficiaries” within the meaning of Section 4980B(g)(1)(A) of the Internal Revenue Code of 1986) participation in the Company’s group for medical and dental plans (“COBRA Premiums”); provided, however, benefits for a period of nine months immediately following termination. During that entitlement period Employee will be responsible for paying the standard employee contributions for such benefits on the same basis as if he was an active employee. Violation of this Agreement or the Business Protection Agreement and/or failure to continued medical insurance premium benefits sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this section shall cease upon your becoming covered by a plan providing similar or better benefits coverage from a new employer. Your are required paragraph and entitle it to notify the Company immediately if you become eligible for coverage recover any amounts paid under another medical or dental plan. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefits set forth in the first sentence of this paragraph without violating applicable law paragraph.
(including, without limitation, Section 2716 of the Public Health Service Act), then Company will, in lieu thereof, provide to you during the remainder of the COBRA Continuation Period, a taxable monthly payment in an amount equal to the COBRA Premiums. If you fail to return the Release in a timely manner, the premium payments shall cease and the portion of the premium previously paid by the Company following the termination of your employment must be repaid to the Company. • You will continue to own (if you have not previously solda) previously vested awards under the equity incentive plan. If the Company terminates your the Employee’s employment without during the term of this Agreement for Cause and or if you execute the Employee resigns or terminates his employment for any reason, then the Company shall have no further payment obligations to Employee.
(without revocationb) Except as it relates to the Releasereceipt of severance (which shall be solely granted under the terms of this Agreement), you will be entitled this Agreement shall not affect any payments due to vest, on Employee under applicable law as a result of the 30th day following such termination of employment, in a pro rata portion of awards under the equity incentive plan as if the next objective to be achieved for vesting had been achieved his employment (such pro rata portion as payment of earned wages if required by state law).
(d) The severance amounts in Section 7 (a) will immediately cease in the event that Employee becomes employed at any time during the 9 month period following the Date of Termination at a salary equal to be or greater than $330,000. In the event the Employee is employed during that portion of the overall progress toward achievement of such next objective as measured from the objective then most recently achieved). If your employment with 9 month period at an annual salary less than $330,000 the Company terminates due to your death, your estate shall be entitled to receive payments equal to 6 will provide a maximum severance benefit reflecting the difference between that salary and $330,000 over the severance period. In either event continued health care benefits will cease if Employee accepts employment during the nine months of your annual salary, payable over 26 weeks, in accordance following termination with the normal payroll cycle of Company. Following termination by the Company, commencing with the first payroll following your death. In additionEmployee will exercise reasonable efforts to seek, your surviving spouse obtain, and dependents, if any, shall be entitled to continued participation in medical insurance benefits under the Company’s plan in accordance with COBRA. If your surviving spouse and dependents, as applicable, elect to receive COBRA coverage, the Company will pay toward such continued coverage that amount of the medical insurance premium that it paid immediately prior to your termination for the six-month period following your death. Other than the severance and death benefits described above, you will not be entitled to any other compensation or benefit not already paid or payable as of the date your employment terminates. For purposes of this Agreement:accept comparable employment.
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