Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company or any other relationship between you and the Company (the Disputes) will be governed by laws of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts regarding any Dispute or any claim related to any Dispute.
8. Termination of Employment; Change in Control. It is understood that you are an at-will employee. Either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following:
(a) the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of payment other than your earned salary and accrued but unused vacation through your date of termination (the Accrued Obligations):
(b) you may terminate your employment voluntarily other than for Good Reason (as defined below) upon at least thirty (30) days prior written notice to the Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and
(c) the Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a separation agreement and general release in a form provided by the Company that becomes fully effective (due to its timely execution and non-revocation) within sixty (60) days of the termination of your employment (such requirements, the Release Requirements), which may include noncompetition provisions consistent with the noncompetition provisions set forth in the Employee Non-Solicitation, Confidentiality and Assignment Agreement, in addition to Accrued Obligations, you will be entitled to: (i) payment of an amount equal to nine (9) months of your then Base Salary as of the date of termination, such amount to be paid in equal installments over a nine (9) month period after the date of your termination in accordance with the Companys usual payroll practices and periods, and (ii) provided you timely elect and remain eligible for coverage pursuant to Part 6 of Title I of ERISA, or similar state law (collectively, COBRA), payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents until the earlier of nine (9) months or the date you become eligible for coverage under a subsequent employers medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code of 1986, as amended (the Code), the Patient Protection and Affordable Care Act, and the Health Care and Education Reconciliation Act (collectively the Severance Payments). In the interest of clarity, other than as provided in Section 5(d) hereof, in the event your employment is terminated as a result of your (1) death, (2) disability, (3) resignation, or (4) termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the Severance Payments or any other compensation.