Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.
Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.
Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.
Termination Without Cause The Company may terminate Executive’s employment without Cause.
Termination Without Cause by the Company TERMINATION BY EXECUTIVE FOR GOOD REASON OR TERMINATION DUE TO DISABILITY OR DEATH. In the event that Executive's employment is terminated by Company pursuant to Section 3.2.4 hereof or by reason of Executive's Disability pursuant to Section 3.2.2 hereof or by reason of Executive's death pursuant to Section 3.2.1 hereof, or by Executive for Good Reason, (i) all unvested stock options under this Agreement shall remain outstanding but shall be unexercisable for a period of ninety (90) days and shall thereafter at the end of such 90-day period, subject to the last sentence of this Section 3.3.2 terminate, and all vested and unexercised stock options shall be exercisable for a period of ninety (90) days from the Date of Termination, (ii) the Company shall pay to Executive, subject to Executive's continued compliance with the terms of Sections 4 and 5 hereof, the Severance Amount, (iii) the Company shall reimburse Executive for any unpaid expenses pursuant to Section 2.4.1 hereof and (iv) the Company shall pay the premiums for the Executive's Company provided health insurance for twelve (12) months from the Date of Termination For purposes hereof, "SEVERANCE AMOUNT" shall mean the Base Salary in effect for the greater of (a) the remainder of the Initial Term and (b) the first anniversary of the Date of Termination. Any payments made in accordance with this Section 3.3.2 shall be made in accordance with Company's regular payroll practices and shall be subject to Executive's compliance with Sections 4 and 5 of this Agreement. The breach by Executive of any provision of Sections 4 or 5 shall result in a forfeiture of any unpaid portion of the Severance Amount. Notwithstanding this Section 3.3.2, if the first public disclosure of a Change of Control (as defined in Section 3.4.1 hereof) of the Company (or of an agreement to which the Company is a party to effect a Change of Control of the Company) shall occur within ninety (90) days of the date Executive is terminated without Cause, all unvested Opioid Product Options and Milestone Options shall immediately vest and become exercisable. Executive shall then have ninety (90) days from the Date of Termination to exercise all vested stock options; PROVIDED, that the relevant stock option plan remains in effect and such stock options shall not have otherwise expired in accordance with the terms thereof.