Severance Package. That shall include (a) a "Severance Payment" equivalent to nine (9) months of Executive's base salary in effect immediately prior to the Change in Control, payable in accordance with Company's first regular payroll cycle occurring sixty (60) days following the termination date; and (b) the Company's payment of the premiums required to continue Executive's group health care coverage for a period of nine (9) months following Executive's termination, under the applicable provisions of the
... Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. In addition, if Executive's spouse and/or dependents were enrolled in the Company's group health plan on the effective date of Executive's separation from the Company, the Company will pay the COBRA premiums for Executive's eligible dependents during the same severance period, but only to the same extent that such dependents' premiums under such plan were paid by the Company prior to the effective date of Executive's separation from the Company. The provisions in this Agreement will not affect the continuation coverage rules under COBRA, except that the Company's payment of any applicable premiums during the severance period will be credited as payment by Executive for purposes of Executive's payment required under COBRA. At the conclusion of the severance period, Executive will be responsible for the entire payment of premiums required under COBRA for the remaining duration of Executive's and Executive's dependents' eligibility for COBRA, if any. Nothing in this letter shall restrict the ability of the Company or its successor from changing the provider and/or some or all of the terms of such health insurance plan, provided that all similarly situated participants are treated the same. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement; (ii) executes a full general release in a form acceptable to the Company (or the surviving entity following a Change of Control), releasing all claims, known or unknown, that Executive may have against the Company (and the surviving entity following a Change of Control) arising out of or any way related to Executive's employment or termination of employment with Company (or the surviving entity), and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; (iii) agrees to cooperate and assist the Company with pending litigation during the nine (9) month period Executive is receiving benefits pursuant to the Severance Package; and (iv) agrees not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company (or the surviving entity following a Change of Control).
View More
