(b) Severance Pay. In the case of a termination without cause (i.e., a termination of your employment by the Company (including a Constructive Termination) for any reason other than (i) Cause, (ii) illness or injury, or (iii) death), and subject to your entering into a separation and release of claims agreement in a form satisfactory to the Company, you shall receive the payments and benefits set forth in Sections (b) and (c). The Company shall pay to you severance equal to the sum of nine (9) months of Base Salary. The Severance Pay shall be paid in installments in accordance with its regular payroll practices, beginning with the Payment Date (as defined below). For this purpose, Base Salary means your highest base salary rate on or before your Date of Termination.
(c) COBRA Premiums. Should you timely elect and be eligible to continue receiving group health insurance pursuant to the COBRA law, the Company will, until the earliest of (x) the date that is nine (9) months following the Separation Date, (y) the date on which you obtain alternative coverage or (z) the date on which your COBRA eligibility ends (as applicable, the COBRA Contribution Period), continue to pay the Companys share of the premiums for such coverage to the same extent it pays for similarly-situated, active employees. The Companys payment of those premiums may take the form of reimbursement of premium costs to you after you have paid them, or payment to you of funds equal to the amount of the premiums, so that you can then make payments directly to the COBRA insurance carrier. In any case, you agree that any premium costs shall be paid by you, not the Company, to the COBRA insurance carrier. That is, any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You agree that, should you obtain alternative medical and/or dental insurance coverage prior to the date that is nine (9) months following the Separation Date, you will so inform the Company in writing within five (5) business days of obtaining such coverage.
For the purpose of this Section 4, the following definitions apply:
(i) Cause means (i) material breach by you of any other agreement with the Company or any of its affiliates; (ii) other conduct by you that is reasonably likely to be materially harmful to the business, interests or reputation of the Company or any of its affiliates; (iii) your conviction of, or pleading guilty or no contest to, any crime involving fraud, embezzlement or other material dishonesty by you with respect to the Company or any of its affiliates; (iv) your conviction of, or pleading guilty or no contest to, any crime involving moral turpitude; or (v) a breach of any confidentiality/non-competition/ non-solicitation agreement with the Company. With respect to a breach of (i) or (ii), you shall be given 30 days, after written notice of such breach, to cure a breach to the reasonable satisfaction of the Company.
(ii) Constructive Termination means a material reduction in your compensation, authority, duties or responsibilities, an adverse change in your title or reporting relationship, or any requirement that you work in a physical location other than New York City more frequently than four to six (4-6) days per month. (During COVID, there may be limitations on the ability to travel or lodge in Boston, which will impact the number of days you can work in Boston.)
5. Insurance Benefits. You will be eligible to participate in the Companys Medical and Dental insurance programs as well as the Life, AD&D, Short- and Long-Term Disability plans, and 401(k) plan subject to the terms and conditions of those plans. Presently, the Company pays for 85% of the premium cost of the HMO plan and 75% of the deductible for both medical plans (HMO and PPO), and 100% of the cost of Life and AD&D insurance as well as Short- and Long-Term Disability plans.
6. At-Will Employment. It is understood and agreed that that you are an at-will employee. You are not being offered employment for a definite period of time, and 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 except for as provided in Section 4 above. In making this offer, the Company understands, and in accepting it you represent that, you are not under any obligation to any former employer or any person or entity which would prevent, limit, or impair in any way the performance by you of your duties as an employee of the Company, except as disclosed by you to the Company in Exhibit B to the Employee Confidentiality, Noncompetition and Assignment Agreement.