By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”):
(a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions;
(b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and
(c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s ...
By the Company Without Cause or By the Executive for Good Reason. If during the Term the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then :
(i) Within thirty (30) days after the Date of Termination the Company shall pay the Executive the Accrued Obligation.
(ii) Subject to clause (viii), within sixty (60) days after the Date of Termination the Company shall also pay to the Executive a lump sum cash severance payment in an amount equal to two times his Base Salary (at the rate in effect as of the Date of Termination).
(iii) Subject to clause (viii), within sixty (60) days after the Date of Termination the Company shall also pay to the Executive a lump sum in cash equal to the expected value of the Executive’s bonus opportunity under the Annual Incentive Plan for the fiscal year of the Company in which the Date of Termination occurs prorated to the Date of Termination. Such payment is an accelerated payment of the bonus for the fiscal year in which the Date of Termination occurs and is in lieu of all other bonus payments that would have otherwise been due to the Executive under the Annual Incentive Plan after the completion of the fiscal year.
(iv) For the remainder of the Term, the Company shall arrange to provide the Executive and his dependents medical insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination (at no greater cost to the Executive than such cost to the Executive in effect immediately prior to the Date of Termination, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company).
(v) Subject to clause (viii), no later than 60 days after the Date of Termination the Company shall pay the Executive an amount equivalent to the product of (1) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (2) the number of full and fractional months remaining in the Term. The Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose.
(vi) For the remainder of the Term the Company shall continue to provide the Executive perquisites, other than executive life insurance, in the manner specified in Section 4(e). Subject to clause (viii), ...
By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive the Executive voluntarily terminates the Executive’s employment for Good Reason, the Executive shall be entitled to receive the Accrued Benefits and, subject to Section 5.4:
(a) a lump sum payment in an amount equal to two hundred percent (200%) of the sum of (i) the Base Salary, plus (ii) the Target Bonus, each based on the then Base Salary; and
(b) reimbursement on a monthly basis of the cost of continuation coverage of group health coverage (including family coverage) for twelve (12) months; provided that the Executive elects continuation coverage under a policy, plan, program or arrangement of the Company or its affiliate pursuant to COBRA. The twelve (12) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company itself shall pay or provide for the payment to the Executive, the Executive’s dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or the Executive’s dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan.
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but during the Term, the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company:
(i) the Company shall pay the Executive the Accrued Obligation within 30 days following the date of the Executive’s Date of Termination;
(ii) the Company shall pay Executive a lump-sum payment consisting of (1) Two times Executive’s Base Salary, payable on the 60th day following Executive’s Date of Termination and (2) the Incentive Bonus, based on actual performance through the Measurement Date and multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company between the Effective Date and the Executive’s Date of Termination and the denominator of which is the number of days in the Service Period, with such amount paid at the time the Incentive Bonus would have been paid if Executive’s employment with the Company had not terminated;
(iii) the Company will cause all unexercisable Options to become exercisable and remain exercisable until the sooner of (1) the expiration of the term of the Options or (2) two years following the Date of Termination;
(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; and
(v) during the eighteen-month period following Executive’s Date of Termination, the Company shall allow Executive and his eligible dependents to continue to be covered by all medical, vision and dental benefit plans maintained by the Company under which Executive was covered immediately prior to Executive’s Date of Termination at the same active employee premium cost as a similarly situated active employee. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to specify the taxable year in which a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason.
By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive's employment during the Employment Period other than for Cause, Death, or Disability or the Executive terminates his employment during the Employment Period for Good Reason, the Company shall pay the Executive: (A) the Executive's full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to Section 5.2 and expenses pursuant to Section 6; and (B) a lump-sum severance package equal to six months of Executive's Base Salary plus an amount equal to the average annual bonus earned by the Executive for the previous two fiscal years (the "Severance Payment"). The Severance Payment under this Section 8.4 shall be payable to the Executive within 30 days of the Notice of Termination.
By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment during the Employment Period other than for Cause, Lack of Performance, disability or death pursuant to Section 7(a)(i) or (ii) hereof, or the Executive terminates his employment during the Employment Period for Good Reason pursuant to Section 7(a)(iii) hereof, the Company shall pay the Executive in a lump sum (A) the Executive’s Base Salary prorated through the Date of Termination and all other accrued and unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination, and (B) an aggregate amount equal to six months of the Executive’s Base Salary, payable in a lump sum within 30 days from the Date of Termination, plus all medical, life, and disability benefits, if any, Executive had been receiving immediately preceding the termination for six months period following the Date of Termination (the “Severance Period”), provided such medical, life, and disability benefits shall be subject to the mitigation obligations in Section 8(e) below (the “Severance Payments”), and the Company shall have no further obligations to the Executive under this Agreement.
By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment during the Employment Period other than for Cause, death, or Disability or the Executive terminates his employment during the Employment Period for Good Reason, the Company shall pay the Executive: (A) the Executive’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to Section 5.4 and expenses pursuant to Section 6; and (B) a lump-sum severance package equal to nine (9) months of the Executive’s Base Salary (collectively the “Severance Payment”). Subject to Section 8.5 below, the Severance Payment shall be payable to the Executive within 60 days of the Date of Termination, provided the Executive timely executes and returns a separation agreement and release of claims in a form acceptable to the Company, and such release has become irrevocable by such date.
By the Company Without Cause or By the Executive for Good Reason. (i) The Company may terminate the Executive's employment before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date for Good Reason, upon 30 days' written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive for Good Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination, which shall be paid not later than 120 days after the end of such year, (iii) during each month of the Severance Period (as defined below), an amount equal to the sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services.
(ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Equity Grants which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and shall remain exercisable for the same period following termination as would apply if the Executive's employment had not terminated.
By the Company Without Cause or By the Executive for Good Reason. If during the Term the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive the incremental severance payments set forth in this Section 5.2 (in addition to the payments upon termination specified in Section 5.1) upon execution without revocation of a valid release agreement in a form acceptable to the to the Company:
(a) payment for accrued unused vacation days, payable in accordance with Company policy;
(b) continued Base Salary, for twelve (12) months, payable monthly; and
(c) reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 for a maximum of twelve (12) months to the extent Executive elects such continuation coverage and is eligible and subject to the terms of the plan and the law. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6.
By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive's employment during the Employment Term other than for death, disability or Cause pursuant to Section 8(a)(i), 8(a)(ii)(A) or Section 8(a)(ii)(B) hereof, or the Executive terminates his employment during the Employment Term for Good Reason pursuant to Section 8(a)(iii)(A) hereof, and if the Executive signs a comprehensive release in the form and scope acceptable to the Company, the Company shall pay the Executive one (1) year's salary continuation at the Executive's full Base Salary rate as of the Executive's final day of employment, and all other unpaid amounts, if any, under this Agreement, to which Executive is entitled as of the Executive's final day of employment. In addition, if the Executive elects to continue medical and/or dental insurance coverage after termination of the Executive's employment with the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, if such Act is applicable, the Company agrees to pay the Executive's monthly premium payments for a period of twelve (12) months from the Executive's final day of employment with the Company or until the Executive obtains other employment which provides substantially similar benefits and the Executive becomes eligible to participate in the new employer's medical and/or dental plan, whichever occurs first. The salary continuation shall be subject to all applicable federal, state and local withholdings, payroll or other taxes. Such payments shall be made in accordance with the Company's normal payroll procedures as such procedures shall be established or modified from time to time.
