By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than:
(i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination;
(ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period;
(iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and
(iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, de...
By the Company Without Cause or by Executive for Good Reason. (i) Executive’s employment hereunder may be terminated (A) by the Company without Cause (which shall not include Executive’s termination of employment due to his death or Disability) or (B) by Executive for Good Reason (as defined below).
(ii) For purposes of this Agreement, “Good Reason” shall mean, without the consent of the Executive and other than in connection with a termination of the Executive’s employment by the Company for Cause or due to Executive’s death or Disability, (A) the failure of the Company to pay any undisputed amount due under this Agreement; or (B) a substantial reduction in Executive’s targeted compensation level (other than a general reduction in base salary or annual incentive compensation opportunities that affects all members of senior management of the Company proportionally). Notwithstanding the foregoing, any termination by Executive for Good Reason may only occur if Executive provides a Notice of Termination (as defined in Section 7(d)) for Good Reason within 45 days after Executive learns (or reasonably should have learned) about the occurrence of the event giving rise to the claim of Good Reason. Notwithstanding the foregoing, resignation by Executive shall not be deemed for “Good Reason” if the basis for such Good Reason is cured within a reasonable period of time (determined in light of the cure appropriate to the basis of such Good Reason), but in no event more than thirty (30) business days after the Company receives the Notice of Termination specifying the basis of such Good Reason. The Company’s good faith determination of cure shall be binding. The Company shall notify Executive of the timely cure of any claimed event of Good Reason and the manner in which such cure was effected, and any Notice of Termination delivered by Executive based on such claimed Good Reason shall be deemed withdrawn and shall not be effective to terminate the Employment Term.
By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:
(A) Provision of the Benefit Plan Entitlements and payment of the Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; and
(B) payment of an amount equal to: (i) two times Executive’s Annual Base Salary as in effect immediately prior to the date of termination but ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Good Reason; plus (ii) two times the Target Bonus as in effect immediately prior to the date of termination but ignoring any decrease in Executive’s Target Bonus that forms the basis for Good Reason, payable in a lump sum on the sixtieth (60th) day following the effective date of termination; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 4(f)(iii)(B), Executive shall first execute and deliver to the Company the Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than sixty (60) days after the date of termination. If the Release has not become effective and irrevocable prior to the sixtieth (60th) day following the effective date of the termination, all payments and benefits set forth in this Section 4(f)(iii)(B) shall be forfeited and, in the case of any such payments or benefits that have been made as of such time, shall be returned by Executive to the Company.
By the Company Without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:
(A) payment of the Accrued Obligations as described in Section 4(f)(i); and
(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited. Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to Executive, this Section 4(f)(ii) shall not also apply.
By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than:”
By the Company Without Cause or by Executive for Good Reason. If during the Term Executive’s employment is terminated by the Company other than for Cause, death or Disability or if Executive terminates his employment for Good Reason, then, Executive shall receive the following benefits and compensation from the Company:
(i) the Company shall pay Executive the Accrued Obligation within 30 days following Executive’s Date of Termination;
(ii) the Company shall pay Executive the Prior Year Bonus (if not previously paid) and the Current Year Pro-Rata Bonus within 30 days following Executive’s Date of Termination;
(iii) the Company shall pay to Executive an amount equal to Executive’s Base Salary and Bonus Payment for the remaining Initial Term with such amount payable, at Executive’s election, in (a) a lump sum within 30 days following the date Executive executes and delivers the General Release to Company or (b) in 12 equal monthly installments commencing on the 60th day following Executive’s Date of Termination; and
(iv) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment and this Agreement pursuant to Section 4.1
By the Company Without Cause or by Executive for Good Reason. (i) Executive’s employment hereunder may be terminated (A) by the Company without Cause (which shall not include Executive’s termination of employment due to his death or Disability) or (B) by Executive for Good Reason (as defined below).
(ii) For purposes of this Agreement, “Good Reason” shall mean, without the consent of the Executive and other than in connection with a termination of the Executive’s employment by the Company for Cause or due to Executive’s death or Disability, (A) a reduction in Executive’s rate of Base Salary or annual incentive compensation opportunity; (B) a material reduction in Executive’s duties and responsibilities as set forth in Section 2 above, an adverse change in some material respect in Executive’s titles as set forth in Section 2 above or the assignment to Executive of duties or responsibilities materially inconsistent with such titles; or (C) notice by the Company pursuant to Section 1 that it is not extending the Employment Term, in each case, that is not cured within 10 days after receipt by the Company of written notice from Executive. Notwithstanding the foregoing, any termination by Executive for Good Reason may only occur if Executive provides a Notice of Termination (as defined in Section 7(d)) for Good Reason within 45 days after Executive learns about the occurrence of the event giving rise to the claim of Good Reason.
By the Company Without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, then the Company shall pay Executive the Accrued Obligations not yet paid within thirty (30) days following the Date of Termination. If, in addition, Executive (i) complies fully with all obligations under this Agreement and the NCNS, and (ii) executes and does not revoke a general release of claims (in a form reasonably acceptable to both Executive and Company) releasing and waiving any and all claims that Executive has or may have against Company and/or any of its current and former directors, officers, employees, agents, successors and assigns arising out of or related to his employment with Company (other than Company obligations set forth herein that specifically survive Executive’s termination of employment), then:
i. All unvested time-based restricted stock awards that are outstanding immediately prior to the Date of Termination will not be forfeited upon termination but will remain outstanding and continue to vest in accordance with the vesting schedules set forth in the relevant award agreements. 000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000 | 214.756.6900 | xxxxxxxxxxxxx.xxx
ii. All unvested performance-based restricted stock awards that are outstanding immediately prior to the Date of Termination will not be forfeited upon termination but will remain outstanding and will, as applicable, (A) continue to vest in accordance with the vesting schedules set forth in the relevant award agreements and (B) vest or be forfeited in accordance with the terms of the applicable award agreement based on actual performance for the applicable performance period. To the extent necessary to give effect to the foregoing, this Agreement will serve as an amendment to the outstanding restricted stock awards previously granted to Executive.
By the Company Without Cause or by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause.
(ii) For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent, (x) a “change of control” (as defined in Annex I), (y) a material reduction in Executive’s title, duties, authorities and responsibilities measured in the aggregate from those described in Section 2 hereof or (z) a material reduction in Executive’s Base Salary; provided that such event shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
