By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).”
9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no l...
By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive.
By the Company Other than for Cause. The Company may terminate Executive's employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraphs (A) and (C) below and the continuation of health insurance benefits described in subparagraph (B) below, subject to (D) below:
By the Company Other than for Cause. (a) The Company may terminate the Executive's employment and this Agreement other than for Cause at any time. In the event of such termination, it is agreed by and between the Company and the Executive that they will enter into an independent consulting agreement— the terms of which will be subject to negotiation at such time as the Executive's employment is terminated under this provision. At a minimum, the parties agree that the independent consulting agreement will provide for payment of $10,000 per month for consulting services for a term of twelve months. Upon execution of an independent consulting agreement with Executive, the Company shall have no further obligation or liability to the Executive relating to his employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination.
(b) Should the Company elect not to enter into such an independent consulting agreement with the Executive, the Executive will be entitled to salary continuation at the Base Salary rate for a period of six months from the termination date, to be paid in accordance with the Company's payroll practice then in effect. If the Executive elects to continue medical insurance coverage after the termination date in accordance with the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), then the Company shall pay his monthly COBRA premium payments for the period of salary continuation payments or until he accepts other employment, whichever occurs first. The Company shall have no other obligations to the Executive upon termination of employment other than for Cause. The Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Executive's execution of a full release of claims satisfactory to the Company, releasing the Company and its employees and agents from any claims arising from or related to the Executive's employment or severance from employment with the Company, including any claims arising from this Agreement.
(c) Should the Company and Executive, despite good-faith negotiations, fail to reach agreement on a consulting agreement within thirty days of Executive's termination from employment, unless the thirty day period is otherwise extended in writing by the Company, the Company, provided it has offered a consulting agreement specifying payment of $10,000 per month for consulting services for a term of twelve months, sha...
By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive.
(i) In the event of such termination without Cause, in addition to Final Compensation, subject to Section 5(d)(iii) and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then monthly during the period of six months following the date of termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute (on a taxable basis) to the premium cost of the Executive’s participation in the Company’s group medical and dental plans (unless prohibited by law), provided that the Executive is entitled to continue such participation under applicable law and plan terms.
(ii) Notwithstanding and in lieu of the compensation set forth in Section 5(d)(i), in the event of a termination without Cause within 12 months following a Change of Control, in addition to Final Compensation, subject to Section 5(d)(iii) and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then: (A) monthly during the period of 12 months following the date of termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination; (B) the vesting of the Executive’s outstanding equity awards granted by the Company shall accelerate so that such awards are fully vested and exercisable upon such termination; and (C) subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute (on a taxable basis) to the premium cost of the Executive’s participation in the Company’s group medical and dental plans (unless prohibited by law), provided that the Executive is entitled to continue such participation under applicable law and plan terms. For purposes of this Agreement, “Change in Control” shall mean: (x) an acquisition of any securities of the Company (the “Securities”) by any “person” (as the term “person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under ...
By the Company Other than for Cause. The Company may terminate the Employee’s employment hereunder other than for Cause at any time upon written notice to the Employee.
By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) Base Salary earned but unpaid through the date of termination, plus (ii) monthly severance payments, each in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) for a period of twelve (12) months (“Severance Term”), plus (iii) any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).
By the Company Other than for Cause. The Company may terminate Employee's employment hereunder other than for Cause at any time upon written notice to Employee. If such termination occurs either before or after a Change of Control Period (as defined in Section 5.g) and provided that Employee executes a release of claims in the form attached hereto and marked "A" (the "Employee Release") and does not revoke the same within the period stated in Employee Release, then the Company shall (i) pay Employee, within ten (10) business days after such termination, a lump sum payment equal to twelve (12) months' Base Salary at the rate in effect on the date of termination and (ii) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under the federal law known as "COBRA" or any successor law and the applicable plan terms.
By the Company Other than for Cause. The Company may terminate the Executive’s employment with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall either (i) pay the Executive the benefits payable under an executive severance plan, if such a plan is in place on the date of termination and if the Executive is eligible for such benefits under such a plan or, if the present value to the Executive is greater, (ii) continue to pay the Executive his Base Salary, at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of twelve (12) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company stock may be accelerated.
By the Company Other than for Cause. The Company may terminate this Agreement for any reason other than for Cause upon sixty (60) days' written notice to Executive. If the Executive's employment is terminated by the Company without Cause, the Executive shall receive the benefits described in Section 10(c) above, subject to the terms and conditions of Section 10(b) and 10(c). Benefits paid under this Section 10(e) shall be paid in the time and manner as set forth under Sections 10(b) and 10(c) respectively.
