FIRST AMENDMENT TO MICHAEL GOLD
AMENDED & RESTATED EMPLOYMENT AGREEMENT
DATED: MARCH __, 2021
WHEREAS, Intermedia.net, Inc., a Delaware corporation (the Company), and Michael Gold (Executive), entered into an Amended and Restated Employment Agreement, effective as of February 1, 2017 (the Agreement); and
WHEREAS, the Company and Executive now wish to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as set forth herein.
1. Section 7(b) is hereby amended and restated in its entirety as follows:
(b) Voluntary Resignation for Good Reason or Termination for other than Cause, Death or Disability. If Executive resigns from employment for Good Reason, or if the Company (or any parent or subsidiary or successor of the Company) terminates Executives employment with the Company other than for Cause, death or Disability, then, in each case, subject to Section 8, Executive will be entitled to (i) continuing payments of severance pay at a rate equal to Executives Base Salary, as then in effect, for eighteen (18) months from the date of termination of Executives employment (the Severance Period), which will be paid in accordance with the Companys regular payroll procedures and less any applicable withholding, beginning on the Companys first regularly scheduled payroll date after the Release Effective Date; (ii) a pro-rated portion of his Target Amount for the year during which he terminates his employment (pro-rated by multiplying the total Target Amount by a ratio, the numerator of which is equal to the number of days Executive was employed by the Company during the applicable year and the denominator of which is equal to 365), determined in accordance with Section 3(b) above only for the year during which such termination or resignation occurs, which amount shall be paid by a lump sum cash payment within seven (7) days of the Release Effective Date; and (iii) if Executive is participating in the group health insurance plans of the Company on the effective date of his termination, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay directly to the applicable carrier as and when due that portion of Executives COBRA premiums that the Company was paying on behalf of Executive and his eligible dependents, if any, for such group health coverage immediately prior to the termination, subject to applicable tax withholdings, until the earliest of (a) the expiration of the eighteen (18) month period after the date of Executives termination, (b) the expiration of the COBRA continuation period for which Executive is eligible, and (c) the date Executive obtains comparable health care insurance coverage from any other source (such period, the COBRA Payment Period); provided, however, that if the Company determines, in its sole discretion, that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu