Benefits Upon Termination. (a) In lieu of any severance that may otherwise be payable to the Executive pursuant to any policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company terminates the Executive’s employment pursuant to a Termination Without Cause, the Company shall pay the Executive severance payments in an amount equal to 2.0 times the Executive’s Base Salary at the rate in effect at the time of the Executive’s termination of employment. The severance amount shall be paid in accordance with the Company’s payroll over the two year period following the Executive’s termination of employment (the “Severance Period”). Such severance payments shall commence within 60 days after the effective date of the termination, subject to (i) the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with the restrictive covenants set forth in Sections 7 and 8 below. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans.
(b) In the event that the Company terminates the Executive’s employment pursuant to a Permanent Disability, the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans.
(c) In the event that the Company terminates the Executive’s employment pursuant to a Termination for Cause or the Executive terminates his employment with the Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans.
(d) In the event that the Executive’s employment hereunder is terminated due to th...
Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”), or such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.
(ii) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non- revocation of the general release described in Section 5(d) (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Ex...
Benefits Upon Termination. Unless the Executive is entitled to benefits under Section 3(b) of this Agreement, if the Executive’s employment terminates as a result of Involuntary Termination prior to June 15, 2007 and the Executive signs and does not revoke a Release of Claims, then the Company shall pay the Executive’s Base Compensation on a salary continuation basis in accordance with the Company’s normal payroll practices to the Executive for twelve (12) months from the Termination Date. The Executive shall not be entitled to receive any payments if the Executive voluntarily terminates employment other than as a result of an Involuntary Termination.
Benefits Upon Termination. (a) Upon termination of the Executive’s employment for any reason, the Corporation shall pay (i) on the Corporation’s first regularly scheduled payroll date following the Separation Date (or earlier if required by applicable law), any Base Salary, PTO, and any other amounts required under applicable law that had accrued or been earned but had not been paid on or before the Separation Date; (ii) any accrued but unpaid Incentive Bonus for a performance period ending on or preceding the Separation Date (payable in accordance with Section 3.2), and (iii) within thirty (30) days following the Separation Date, any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Separation Date. If the Executive’s employment by the Corporation is terminated during the Term by the Corporation for Cause or by the Executive without Good Reason (as defined in Section 5.5), then following the payment of the foregoing, the Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Corporation any other payments or benefits.
(b) If, during the Term, the Executive’s employment is terminated by the Corporation (or its successor or assignee) without Cause, or due to the Executive’s death or Disability, or by the Executive with Good Reason (an “Involuntary Termination”), the Corporation shall pay the Executive (or the Executive’s estate in the case of death) (i) an amount equal to the Executive’s Base Salary (at the rate in effect on the Separation Date) that the Executive would have received had the Executive remained employed through the 18-month anniversary of the Effective Date (such amount, the “Salary Severance”), plus (ii) reimbursement of COBRA medical continuation premiums (if the Executive is eligible for, timely elects and pays for such COBRA medical continuation) for the period from the Separation Date until the 18-month anniversary of the Effective Date (such period, the “COBRA Period”) (collectively, the “Severance Benefit”); provided that the Corporation shall have no obligation to reimburse the Executive for such COBRA premiums if the Corporation determines that reimbursement of such COBRA premiums would reasonably be expected to result in the imposition of excise taxes on the Corporation or any of its affiliates for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affo...
Benefits Upon Termination. All benefits provided under Section 2(b) shall be extended, at Executive’s election and cost (such cost to Executive to be in the same amount as the cost for providing such benefits to existing employees), to the extent permitted by the Company’s insurance policies and benefit plans, for one year after Executive’s Termination Date, except (i) as required by law (e.g., COBRA health insurance continuation election) or (ii) in the event of a termination described in Section 5(a).
Benefits Upon Termination. Without prejudice to Sections 6(d) and 6(e), all benefits provided under Section 2(b) hereof shall be extended, at Executive’s election and cost, to the extent permitted by the Company’s insurance policies and benefit plans, for 18 months after Executive’s Termination Date, except (i) as required by law (e.g., COBRA health insurance continuation election), or (ii) in the event of a termination described in Section 6(a).
Benefits Upon Termination. If the Executive becomes eligible for benefits under Section 3 above, the Company shall pay or provide to the Executive the following compensation and benefits:
Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control by (i) the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable:
(a) pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to two (2) times the Executive's Annual Compensation; and
(b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or stock compensation plans of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following term...
Benefits Upon Termination. (a) In addition to the benefits described in Section 4, you will be entitled to a severance payment in an amount equal to six (6) months of your annual base salary as then in effect (“Severance Payments”) in the event (A) ZBB terminates your employment for any reason other than “Cause” or “Disability,” or (B) you terminate your employment with ZBB for “Good Reason”; provided that in the event your termination occurs in connection with a Change of Control, the Severance Payments shall equal the greater of (X) six (6) months of your annual base salary as then in effect and (Y) payment of your base salary as then in effect for the remainder of the Term. You acknowledge and agree that the payment of the Severance Payments is contingent upon you executing a general release of claims for the benefit of ZBB (in a form substantially similar to that which is attached as Attachment G) (the “General Release”), which must be executed by you (and any applicable revocation period must expire) in accordance with the terms of the General Release but in no event later than sixty (60) calendar days following the effective date of your termination of employment with ZBB. The Severance Payments shall be payable in accordance with ZBB’s normal salaried payroll practices then in effect, and the first payment (which shall include any accrued payments that would have otherwise been made beginning on the date of your termination of employment) shall be made to you on the first normal payroll date that occurs at least five (5) business days after the expiration of the applicable revocation period for the General Release. You will also be entitled to accrued and unpaid benefits under the terms and conditions of any Benefit Plans in which you participate through the date of your termination. Furthermore, you will be provided with any additional payments which the Company is required to pay to you in accordance with applicable law, including accrued but unused vacation. For the avoidance of doubt, the payments described in this paragraph are not contingent upon your execution of the General Release.
(b) In the event your employment with ZBB is terminated due to “Disability,” you will be entitled to severance in an amount equal to six (6) months of your base salary as then in effect (“Disability Severance”), paid in accordance with ZBB’s normal salaried payroll practices, provided that you execute the General Release, which must be executed by you (and any applicable revocation period ...
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award gr...
