By Employee for Good Reason; By Company Without Cause. In the event that Employee's employment hereunder is terminated by Company without Cause or by Employee for Good Reason, then the Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to Employee the Base Salary and Benefits to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending on the earlier of the date when the Term would otherwise have expired in accordance with Section 2 hereof and the second anniversary of the date of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisable.
By Employee for Good Reason; By Company Without Cause. In the event that Employee's employment hereunder is terminated by Company without Cause or by Employee for Good Reason after the closing of the Merger (as hereinafter defined), then the Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to Employee the Base Salary and Benefits to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending on the earlier of the date when the Term would otherwise have expired in accordance with Section 2 hereof and the second anniversary of the date of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisable.
By Employee for Good Reason; By Company Without Cause. In the event this Agreement is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then:
(i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) in the same manner as before termination, for a period of one (1) year (the "Severance Period"); provided, however, that at the end of such Severance Period, the Employee will continue to be eligible to receive such benefits for up to an additional one (1) year period (the "Extended Severance Period"), if and only if, the Employee does not obtain an "Alternate Income Source" (as defined below). Upon obtaining an Alternate Income Source (the Company shall not be responsible for any subsequent loss of such Alternate Income Source), at any time after the termination of the Employee's employment with the Company, the Employee will no longer be eligible for any benefits during the Extended Severance Period or any remaining portion thereof. The Company's obligation to make payments to the Employee during the Severance Period shall not be offset by any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Severance Period. The Company's obligation to make payments to the Employee during the Extended Severance Period shall be reduced to the extent of any income the Employee receives from sources other than the Company for work activity conducted by the Employee during the Extended Severance Period, whether or not such income qualifies as an Alternate Income Source. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the Employee of payments made pursuant to an election to continue benefits under COBRA. "Alternate Income Source" shall include any reasonable executive or consulting position which provides the Employee with a base salary which is substantially the base salary provided pursuant to section 3(a) hereof;
By Employee for Good Reason; By Company Without Cause. In the event ----------------------------------------------------- that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then:
(i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof in the same manner as before termination for a period of time ending six (6) months from the date of such termination provided, however, that in the event that such termination shall occur less than six (6) months from the date of termination of this Agreement, such base salary, compensation and benefits payable to Employee shall be equal to the base salary, compensation and benefits then owed to Employee for the remainder of the term of this Agreement. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise, nor shall any amounts received from employment or otherwise by the Employee offset in any manner the obligations of the Company hereunder; and
(ii) the payments, rights and entitlements described in Sections 6(a)(i) hereof, if any, shall only be made if the Employee shall first have executed and delivered to the Company a release with respect to his employment hereunder and the termination of such employment.
By Employee for Good Reason; By Company Without Cause. Death or Disability. In the event that the Employee's
By Employee for Good Reason; By Company Without Cause. In the event that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then:
(i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof in the same manner as before termination for a period of time ending twelve (12) months from the date of such termination. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise, nor shall any amounts received from employment or otherwise by the Employee offset in any manner the obligations of the Company hereunder; and
(ii) the payments, rights and entitlements described in Sections 6(a)(i) hereof, if any, shall only be made if the Employee shall first have executed and delivered to the
By Employee for Good Reason; By Company Without Cause. In the event that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a) hereof, then:
(i) the Company shall continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Company may not properly provide, pursuant to applicable Company benefit plan, policy or law) in the same manner as before termination, for a period of one (1) year (the
By Employee for Good Reason; By Company Without Cause. In the event that the Employee's employment hereunder is terminated: (i) by the Employee for good reason or (ii) by the Company without Cause, then (A) the Company shall continue to pay and provide Employee his compensation and benefits as set forth in Section 4 in the same manner as before termination, and for a period of time ending on the earlier of the date when the Term of this Agreement would otherwise have expired in accordance with Section 2 of this Agreement and the second anniversary of the date of such termination and (B) one hundred percent (100%) of the outstanding stock options granted to Employee which are unvested shall immediately vest and Employee shall have the right to exercise any vested stock options during the period ending on the second anniversary of the date of such termination or for the remainder of the exercise period; if less.
By Employee for Good Reason; By Company Without Cause. In the event that Employee’s employment hereunder is terminated: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a “Due Bonus”), (b) continue to pay and provide Employee the Base Salary and Benefits (other than health care coverage which is addressed in Section 6.1(e) below) to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending with the Term, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof ,(d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisable and (e) continue to pay and provide Employee the health care coverage (including reimbursing Employee for the cost of purchasing COBA health care continuation coverage) to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending on the second anniversary of the date of termination (“Health Coverage Period”) or the COBRA coverage period, if shorter than the Health Coverage Period.
By Employee for Good Reason; By Company Without Cause. In the event that the Employee's employment hereunder is terminated: (i) because the Employee is not elected to the offices of Vice President of the Company and President of the Division, or in a position at least commensurate therewith in all material respects, at any annual meeting of the Company's Board of Directors during the Term of this Agreement, as contemplated by Section 1 hereof and without Employee's consent; (ii) by the Employee for good reason pursuant to Section 5(c) hereof; or (iii) by the Company without Cause, then the Company shall continue to pay or provide, as applicable, the following compensation to the Employee for the remainder of the unexpired Term:
