Severance Payments. Means (1) a lump sum cash payment equal to two times the Executive's Base Salary as of the Date of Termination (except for purposes of Section 9(d)(ii), in lieu of the foregoing, the Executive shall receive a lump sum cash payment equal to two and one half times the Executive's Base Salary as of the Date of Termination plus two and one half times the average bonuses earned for the two years prior to the year in which the Date of Termination occurs), (2) a pro-rata bonus for the year of
... termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement of such criteria for such year of termination, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) and remain exercisable for two years following the Date of Termination, or in a termination subject to Section 9(d)(ii), five years following the Date of Termination (or, in any case, if earlier, the original expiration date of the award) except that, in a termination subject to Section 9(d)(i) only, the total amount of the equity awards provided for in Section 5(c) shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, and (4) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination for 24 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company for any period after 18 months, the Company will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. Notwithstanding the foregoing, for purposes of termination with Good Reason due to the non-renewal of this Agreement, for purposes of clause 1 above, the Executive shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination.
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Severance Payments.
Means means (1) a lump sum cash payment equal to two times the Executive's Base Salary as of the Date of Termination (except for purposes of Section 9(d)(ii), in lieu of the foregoing, the Executive shall receive a lump sum cash payment equal to two and one half times the Executive's Base Salary as of the Date of Termination plus two and one half times the average bonuses earned for the two years prior to the year in which the Date of Termination occurs),
(payment under this clause (1) shall be... referred to hereafter as the "Severance Benefit"), (2) a pro-rata bonus for the year of termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement of such criteria for such year of termination, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) circumstances, and all options shall remain exercisable for two years following the Date of Termination, Termination (but in no event, beyond the term of the options), or in a termination subject to Section 9(d)(ii), five years following the Date of Termination (or, in any case, if earlier, the original expiration date of the award) except that, in a termination subject to Section 9(d)(i) only, the total amount of the equity awards provided for in Section 5(c) shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, award, and (4) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination for 24 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company Employer for any period after 18 months, the Company Employer will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. Notwithstanding the foregoing, for purposes of termination with Good Reason due to Non-Renewal by the non-renewal Employer and provided that the Executive terminates his employment following the Non-Renewal in accordance with the notice and termination timing provisions of this Agreement, for purposes of clause 1 above, the Executive Executive's Severance Benefits instead shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination. Except for the circumstances described in the preceding sentence, under no other circumstances will Severance Benefits or other termination benefits under this Agreement be payable on account of Non-Renewal.
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Severance Payments.
Means means (1) a lump sum cash payment equal to two times the Executive's Base Salary as of the Date of Termination (except for purposes of Section 9(d)(ii), in lieu of the foregoing, the Executive shall receive a lump sum cash payment equal to two and one half times the Executive's Base Salary as of the Date of Termination plus two and one half times the average bonuses earned for the two years prior to the year in which the Date of Termination
occurs), occurs) (payment under this clause (1)... shall be referred to hereafter as the "Severance Benefit"), (2) a pro-rata bonus for the year of termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement of such criteria for such year of termination, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) circumstances, and all options shall remain exercisable for two years following the Date of Termination, Termination but in no event beyond the term of the options, or in a termination subject to Section 9(d)(ii), five years following the Date of Termination (or, in any case, if earlier, the original expiration date of the award) except that, in a termination subject to Section 9(d)(i) only, the total amount of the equity awards provided for in Section 5(c) shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, award), and (4) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination for 24 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company Employer for any period after 18 months, the Company Employer will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. Notwithstanding the foregoing, for purposes of termination with Good Reason due to Non-Renewal by the non-renewal Employer and provided that the Executive terminates his employment following the Non-Renewal in accordance with the notice and termination timing provisions of this Agreement, for purposes of clause 1 above, the Executive Executive's Severance Benefits instead shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination. Except for the circumstances described in the preceding sentence, under no other circumstances will Severance Benefits or other termination benefits under this Agreement be payable on account of Non-Renewal.
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Severance Payments.
Means means (1) a lump sum cash payment equal to
two one and one-half times the Executive's Base Salary as of the Date of Termination (except for purposes of Section 9(d)(ii), in lieu of the foregoing, the Executive shall receive a lump sum cash payment equal to two
and one half times the Executive's Base Salary as of the Date of Termination plus two
and one half times the average bonuses earned for the two years prior to the year in which the Date of Termination occurs), (2) a pro-rata bonus
... for the year of termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement of such criteria for such year of termination, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) circumstances, and all options shall remain exercisable for two years following the Date of Termination, Termination but in no event beyond the term of the options, or in a termination subject to Section 9(d)(ii), five years following the Date of Termination (or, in any case, if earlier, the original expiration date of the award) except that, in a termination subject to Section 9(d)(i) only, the total amount of the equity awards provided for in Section 5(c) shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, award); and (4) the Executive and his covered dependents shall be entitled to 22 continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination for 24 18 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company for any period after 18 months, the Company will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. Notwithstanding the foregoing, for purposes of termination with Good Reason due to the non-renewal of this Agreement, for purposes of clause 1 above, the Executive shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination. elsewhere.
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Severance Payments.
Means means (1) a lump sum cash payment equal to
two one and one-half times the Executive's Base Salary as of the Date of Termination (except for purposes of Section 9(d)(ii), in lieu of the foregoing, the Executive shall receive a lump sum cash payment equal to two
and one half times the Executive's Base Salary as of the Date of Termination plus two
and one half times the average bonuses earned for the two years prior to the year in which the Date of Termination occurs), (2) a pro-rata bonus
... for the year of termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement of such criteria for such year of termination, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) circumstances, and all options shall remain exercisable for two years following the Date of Termination, Termination but in no event beyond the term of the options, or in a termination subject to Section 9(d)(ii), five years following the Date of Termination (or, in any case, if earlier, the original expiration date of the award) except that, in a termination subject to Section 9(d)(i) only, the total amount of the equity awards provided for in Section 5(c) shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, and (4) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination for 24 18 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating 22 immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company for any period after 18 months, the Company will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. Notwithstanding the foregoing, for purposes of termination with Good Reason due to the non-renewal of this Agreement, for purposes of clause 1 above, the Executive shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination. elsewhere.
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Severance Payments.
Means means (1) a
cash lump sum
cash payment in an amount equal to
the greater of (y) two times
the sum of the Executive's Base Salary
as and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of
Termination (except for purposes Termination, if any, and (z) $1.8 million; (2) a cash lump sum in an amount equal to a pro rata portion (based upon the number of
Section 9(d)(ii), in lieu of the foregoing, days the Executive
... class="diff-color-red">shall receive a lump sum cash payment equal to two and one half times was employed during the Executive's Base Salary as of the Date of Termination plus two and one half times the average bonuses earned for the two years prior to the calendar year in which the Date of Termination occurs), (2) a pro-rata bonus occurs) of the higher of (i) the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of termination payable when bonuses for such year are normally paid, and, if based on objective performance or other criteria, such bonus shall be based on actual achievement the Date of such criteria for such year of termination, Termination and (ii) $750,000, (3) all of Executive's unvested and unexercisable equity awards that are outstanding as of the Date of Termination shall be vested in all circumstances (except as noted below) below), and all options shall remain exercisable for two years following the Date of Termination, or but in a termination subject to Section 9(d)(ii), five years following no event beyond the Date of Termination (or, in any case, if earlier, the original expiration date term of the award) options, except that, in a termination subject to Section 9(d)(i) only, that the total amount of the equity awards award provided for in Section 5(c) 5(c), shall, if not otherwise vested to a greater extent, be vested at the level of 50% if the Date of Termination is during the first year after the date of grant and during the Employment Period, 75% if the Date of Termination is during the second year after the date of grant and during the Employment Period and 100% if the Date of Termination is after the second anniversary of the date of grant and during the Employment Period, Period; and (4) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately 21 prior to the Executive's Date of Termination for 24 18 months in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination or such earlier time that Executive becomes eligible for comparable benefits elsewhere; provided, however, if such insurance coverage cannot be provided by the Company for any period after 18 months, the Company will pay the Executive the amount on an after-tax basis equal to the COBRA premiums for the subsequent period. elsewhere. Notwithstanding the foregoing, (i) if the Executive terminates his employment for Good Reason or is terminated without Cause during the 24 month period following a Change in Control, the equity award provided for in Section 5(c) shall fully become fully vested and (ii) for purposes of termination with Good Reason due to the non-renewal of this Agreement, for purposes of clause 1 above, the Executive shall only be entitled to a lump sum cash payment equal to one times the Executive's Base Salary as of the Date of Termination.
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