8.2 Non-Competition During Employment. Throughout Executives employment with the Company, Executive will not, without the express written consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company or its affiliates; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. In addition, Executive will be subject to certain restrictions (including restrictions continuing after Executives employment ends) under the terms of the Proprietary Information Agreement.
9. Termination of Employment; Severance and Change in Control Benefits.
9.1 At-Will Employment. Executives employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or Good Reason (as defined below) or advance notice.
9.2 Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. In the event Executives employment with the Company is terminated by the Company without Cause (and other than as a result of Executives death or disability) or Executive resigns for Good Reason, in either case, at any time except during the Change in Control Period (as defined below) then provided such termination or resignation constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a Separation from Service), and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following Severance Benefits:
(i) Severance Payment. Severance pay in the form of a lump sum payment equal to 12 months of Executives final Base Salary for the year in which the termination date occurs, payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the Severance Payment); provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executives final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executives right to resign for Good Reason.
(ii) Health Care Continuation Coverage Payments.
(a) COBRA Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executives COBRA premiums to continue Executives coverage (including coverage for Executives eligible dependents, if applicable) (COBRA Premiums) through the period starting on the termination date and ending twelve (12) months after the termination date (the COBRA Premium Period); provided, however, that the Companys provision of such COBRA Premium benefits will immediately cease if during the COBRA Premium Period Executive becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employers group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event.
(b) Special Cash Payments in Lieu of COBRA Premiums. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that it is otherwise not administratively reasonable to do so, regardless of whether Executive or Executives dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including the amount of COBRA premiums for Executives eligible dependents), less required payroll deductions and withholdings (such amount, the Special Cash Payment), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.