Common use of Wage Continuation Clause in Contracts

Wage Continuation. i. If Employee's employment with the Company is terminated pursuant to subsection (ii) of Section 4(a), the Company shall (x) continue to pay to Employee his Base Salary (less any payments received by Employee or his beneficiaries from any disability income provided to him by the Company) and any Performance Bonus for all periods prior to termination (pro rated for such year) and continuing with respect to the Base Salary through the Non-Competition Period (as defined below), and (y) continue to provide health insurance (the extension of which shall limit or remove any COBRA obligations to the extent the traditional terms thereunder are reduced by such additional benefit), dental, disability and all other Benefits existing on the date of termination (on substantially the same terms as those in place at termination) for Employee through the Non-Competition Period. ii. If Employee's employment with the Company is terminated pursuant to subsection (iv) or (v) of Section 4(a) (other than as the result of a Change of Control), the Company shall continue to pay to Employee his Base Salary and any Performance Bonus for all periods prior to termination (pro rated for such year) and continue to pay Employee at a rate of two times his Base Salary for a period of 24 months following Employee's termination, and the Company shall continue to provide health insurance (the extension of which shall limit or remove any COBRA obligations to the extent the traditional terms thereunder are reduced by such additional benefit), dental, disability and all other Benefits existing on the date of termination (on substantially the same terms as those in place at termination) for Employee for a period of 24 months following Employee's termination. iii. If Employee's employment with the Company is terminated pursuant to Section 4(a)(iv) as the result of a Change of Control, the Company shall (i) continue to pay to Employee his Base Salary and any Performance Bonus for all periods prior to termination (pro rated for such year) and continue to pay Employee at a rate of one and one-half times his Base Salary until, and terminate upon, the 24 month anniversary of the date of such termination; provided, however, that if Employee rejects continued or new employment, as the case may be, with the Company or the acquirer thereof, where such continued or new employment is equivalent or superior to the employment contemplated hereunder (it being the intent of the parties that factors to be considered in evaluating the meaning of equivalent or superior employment shall include, in addition to compensation and job duties, the nature of the contractual protections of the employer and Employee, and whether such contractual protections are, on the whole (including a comparison of severance and restrictive covenants), equivalent or superior from the viewpoint of Employee to those contained in this Agreement), the Company shall continue to pay Employee at a rate of one and one-half times his Base Salary until, and terminate upon, the six month anniversary of the date of such termination and (ii) the Company shall continue to provide health insurance (the extension of which shall limit or remove any COBRA obligations to the extent the traditional terms thereunder are reduced by such additional benefit), dental, disability and all other Benefits existing on the date of termination (on substantially the same terms as those in place at termination) for Employee for the appropriate period contemplated in clause (i) of this Section 4(f)(iii) above. iv. If this Agreement shall expire in accordance with its terms without renewal, the Company shall continue to pay to Employee his Base Salary and any Performance Bonus for all periods prior to termination (pro rated for such year) and Employee may elect, within 30 days subsequent to the expiration of this Agreement, either to (x) continue with the Company as an "at will" employee upon terms mutually acceptable to Employee and the Company in which event Employee will have no obligations under Sections 7 or 8 of this Agreement or (y) terminate his employment with the Company, in which case the Company shall continue to pay Employee at a rate of one and one-half times his Base Salary for a period of 6 months following Employee's termination. In the event of termination under Section (4)(f)(iv)(y), Employee shall be bound by the provisions of Sections 7 and 8 for a period of 6 months following the date of such termination. v. If this Agreement is terminated pursuant to subsection (i), (iii) or (vi) of Section 4(a), Employee's right to his Base Salary, Performance Bonuses for all periods after termination and benefits shall terminate on the effective date of termination, except as may otherwise be required by applicable law; provided that any amounts owed to Employee on that date for Base Salary and Performance Bonuses shall be paid to Employee within thirty (30) days of termination.