Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the ...
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
(i) the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you under the Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one (1) year after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the expiration of the Employment Term; (ii) the voluntary resignation of Executive with or without Good Reason; (iii) Executive’s death or disability; or (iv) upon the termination of Executive’s employment by the Company for any reason at any time. In the event of such termination, the provisions of Section 6(a) shall apply, and in the event of a Change in Control, the provisions of Section 6(b) shall apply.
Certain Benefits Upon Termination. 4.1 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If, prior to a Triggering Transaction during the Employment Period (except in the event that one of the following terminations of employment occurs within the six-month period prior to the earlier of (a) a Triggering Transaction or (b) the execution of a definitive agreement or contract that eventually results in a Triggering Transaction, which shall result in the payment of severance benefits set forth in Section 4.2 of this Agreement): (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, the Executive shall be entitled to the payment of the benefits provided below as of the Date of Termination:
Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within eighteen (18) months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates his employment with the Company because of a Constructive Termination pursuant to Section 8(g) above (and provided that the Company has failed to cure the event or existence of the condition giving rise to a Constructive Termination within the thirty (30) day cure period provided under Section 8(g)), then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one (1) times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock under the 2001 Stock Plan that are held by Executive and scheduled to vest within thirty-six (36) months of the Date of Termination shall vest as of the Date of Termination subject to expiration or termination as set forth in the 2001 Stock Plan or the Notice and Grant Agreement granting such options to Executive; and (IV) provided that the Compensation Committee certifies in writing that the performance incentive target(s) for the fiscal year in which the Date of Termination occurs has been achieved, and all conditions to Executive Officers’ receipt of bonus awards under such plan (other than the condition of continuing employment) have been satisfied, including any conditions related to limitations of payment under such plan due to non-deductibility to the Company under Section 162(m) of the Code, the Company shall pay the Executive a performance achievement bonus award under the Company’s Annual Performance Incentive Plan (or any restated or new bonus award plan that is then in effect for Executive Officers) that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Date of Termination occurs, if and when such bonus is paid to other Executive Officers of the Company.
(b) If Section ...
Certain Benefits Upon Termination. Executive's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive's death or permanent disability; or (iii) upon the termination of Executive's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change of Control, whether or not Executive's employment is terminated thereby, Section 6(b) shall apply, and in the event of a Change in Control, whether or not Executive's employment is terminated thereby, Section 6
Certain Benefits Upon Termination. (a) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided below:
(i) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (A) credit for any vacation earned but not taken, (B) the amount, if any, of any bonus or long-term incentive compensation for a past fiscal year which has been earned but not yet been paid to you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company profit based on the Company's results through the most recent fiscal quarter as of the Date of Termination without
Certain Benefits Upon Termination. Subject to the exception --------- --------------------------------- set forth in the second sentence of Section 5 hereof, if, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood other than for Grave Cause, Disability, Retirement or death, or (B) by the Officer for Good Reason, then the Officer shall receive from Wedgewood, for a period of time equal to the unexpired Term of this Agreement, on a semi- monthly basis, an amount equal to the Officer's semi-monthly Base Salary payable at the Date of Termination (the "Termination Payments"). Such Termination Payments shall be the only amounts, payments and damages payable by Wedgewood or CNB in the event of the termination of the Officer as provided in this Section 6. Such Termination Payments shall be payable in the manner and in accordance with the customary payroll practices of Wedgewood. The provisions of this Agreement, and any Termination Payment provided for hereunder, shall not, however, reduce any amounts otherwise payable, or in any way diminish the Officer's rights, under any benefit plan, incentive plan, stock option plan, or other plan or arrangement pursuant to which the Officer receives benefits from Wedgewood. If, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood for Grave Cause, Disability, Retirement or death, or (B) by the Officer for other than Good Reason, the Officer shall not be entitled to receive any amounts or payments from Wedgewood on account of such termination (other than any compensation payable by Wedgewood to the Officer up to and including the Date of Termination).
Certain Benefits Upon Termination. (a) If Employee's employment by the Company is terminated for any reason (including by reason of death or Permanent Disability), except for a termination for Cause or a voluntary resignation by Employee, and Section 12(b) is inapplicable to such termination, then the Company shall pay Employee a lump sum severance payment (the "Severance Payment") equal to three times Employee's Base Salary.
(b) If within 18 months after a Change of Control of the Company, Employee gives notice of termination of employment for any reason, gives notice of nonrenewal, or Employee otherwise terminates employment (other than due to Employee's death or Permanent Disability) or is terminated by the Company without Cause, (i) the Company shall pay Employee a Severance Payment in cash equal to $2 million, provided, however, that in the event of a Change of Control and Employee dies or becomes Permanently Disabled within 18 months after such Change of Control, then the Severance Payment shall be equal to three times Employee's Base Salary and, (iii) for 36 months (the "Continuation Period") the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries, the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 90-day period prior to the date of termination or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the continuation period. The coverage and benefits (including deductibles and costs) provided in this Section 12(b) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. This Section 12(b) shall not be interpreted so as to limit any benefits to which the Employee, his dependents or beneficiaries may be entitled under any of the Company...
Certain Benefits Upon Termination. If, after any change in control of the Corporation shall have occurred, as defined in Section 2 above and consistent with Section 3 above, the Executive's employment by the Corporation shall be terminated (i) by the Corporation other than for disability, retirement, or cause or (ii) by the Executive for good reason, then the Executive shall be entitled to the benefits provided below.
4.1. The Corporation shall pay the Executive full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus credit for any vacation earned but not taken. The Corporation also shall pay the Executive the amount, if any, of any bonus for a past fiscal year (and pro rata for any portion of the then current fiscal year based solely on position par value), which has not yet been awarded or paid under the Bonus Plans and shall continue in full force and effect through the Date of Termination all stock ownership, purchase, or option plans, benefit or compensation plans, and insurance or disability plans in effect at the time of the change in control, or plans substantially similar thereto.
4.2. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, and subject to Section 4.3 hereof, the Corporation shall pay as severance pay to the Executive on or before the fifth (5th) day following the Date of Termination a lump sum amount (the "lump sum amount") equal to two and ninety-nine one hundredths (2.99) times the sum of (i) the Executive's then annual base salary, computed at twelve (12) times the Executive's then current monthly pay, and (ii) the Executive's full year bonus for the then current fiscal year, computed based solely on par award opportunity for the applicable fiscal year under the then current Annual Management Incentive Program of the Corporation at the value in effect at the Date of Termination or the date of this Agreement, whichever is higher, such lump sum payment to be subject to all applicable federal, state, provincial and local income and FICA taxes, including all required withholding.
4.3. The lump sum amount payable to the Executive under Section 4.2 shall be adjusted as set forth in this Section 4.3. If the sum (the "combined amount") of the lump sum amount under Section 4.2 and all other payments or benefits which the Executive has received or has the right to receive from the Corporation which are defined in ss.280G(b)(2)(A)(i) of the Internal Revenue Cod...
