Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company...
Compensation and Benefits Upon Termination. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by the Company or as provided by applicable law. Upon termination of Executive's employment pursuant to any of the circumstances listed in Section 4, Executive (or Executive's estate) shall be entitled to receive the sum of: (i) the portion of Executive's Base Salary earned through the Separation Date, but not yet paid to Executive; (ii) any expense reimbursements owed to Executive pursuant to Section 3.2; and (iii) any amount accrued and arising from Executive's participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the "Accrued Obligations"). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive's rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive's employment hereunder. In the event that Executive's employment is terminated by the Company for any reason, Executive's sole and exclusive remedy shall be to receive the payments and benefits described in this Section 5.
Compensation and Benefits Upon Termination. (a) If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of such termination (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in Sections 5(d) or (e) below or an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.
(b) If Executive’s employment is terminated by Executive without Good Reason; or by the Company for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, through the date of Executive’s termination of active employment and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.
(c) If Executive terminates his employment for Good Reason or the Company terminates Executive’s employment without Cause, the Company will pay to Executive all amounts otherwise payable under this Agreement, at the rate then in effect, through the date of Executive’s termination, and the following paragraphs shall apply:
Compensation and Benefits Upon Termination. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:
(i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other {2298866-2, 103404-00000-01} unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service);
(ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms:
(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.
(B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executi...
Compensation and Benefits Upon Termination. (a) If a Change in Control has occurred and during the Protection Period the Employee’s employment is terminated (i) by the Employer other than for Cause, Disability or death or (ii) by the Employee for Good Reason, the Employee shall be entitled to (and each of the Change Entity and all Related Entities shall be jointly liable for) the compensation and benefits provided in subparagraph (c) below.
(b) The compensation described in subparagraphs (c)(i), (c)(ii) and (c)(iii) shall be paid by the Change Entity or the Employer (or jointly by them) to the Employee in a single lump sum cash payment on or before the fifth business day following the effective Date of Termination (or, if the Employee’s Date of Termination occurred prior to a Change in Control, on or before the fifth business day following the date of the Change in Control). The compensation and benefits described in subparagraphs (c)(iv), (c)(v), (c)(vi) and (c)(vii) will be paid as provided in those subparagraphs.
(c) The compensation and benefits payable to an Employee pursuant to this paragraph 6 shall be as follows:
Compensation and Benefits Upon Termination. 5.1 Upon the termination of the Executive’s employment for any reason, the Employer will pay to the Executive all accrued but unpaid base salary, at the rate then in effect, through the date of the Executive’s termination of active employment. The Executive shall also be entitled to payment of other vested benefits accrued to the date of termination of employment in accordance with the terms and conditions of the applicable plans in which the Executive is a participant.
5.2 If at any time during the Term of the Agreement, (i) the Executive terminates his or her employment for Good Reason or (ii) the Employer terminates the Executive’s employment without Cause, and, in either case, the Executive executes (and does not later revoke) a Release Agreement (in the form provided as Attachment A), and complies with all of the Executive’s obligations under Section 6 of this Agreement, then the following paragraphs (a) through (g) shall apply:
Compensation and Benefits Upon Termination. Upon termination of his employment and this Agreement for any reason, Employee shall be entitled to receive payment of any earned but unpaid compensation as of the date of such termination (“Accrued Earnings”).
Compensation and Benefits Upon Termination. This Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term by any of the following events:
(a) Mutual written agreement expressed in a single document signed by both Company and Executive;
(b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by Executive as President and Chief Executive Officer of Company); provided, however, that Executive shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder;
(c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8
(d) Written notice of termination without cause as defined in Section 7.2;
(e) Written notice of termination with cause as defined in Section 7.3;
(f) By Executive, in his sole election upon the occurrence of any of the following events:
(1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) (i) any and all accrued compensation under this Agreement; (ii) insurance benefits and reimbursement as set forth in Section 6 hereof; and (iii) any and all Base Salary which would be due if Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall be due on the last date that Executive actually reports to Company's premises for...
Compensation and Benefits Upon Termination a. If Executive's employment is terminated by reason of death or Disability, the Company shall pay Executive's Base Salary, in accordance with the payroll policies of the Company, through the date of Executive's death or Disability (in the event of Executive's death, the payments will be made to Executive's beneficiaries or legal representatives).
b. If Executive's employment is terminated by Executive without Good Reason or by the Company for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, through the date of Executive's termination of active employment.
c. If, during the term of this Agreement, Executive terminates his employment for Good Reason, or the Company terminates Executive's employment without Cause, the Company will pay to Executive all compensation under this Agreement, at the rate then in effect, through the date of Executive's termination, and the following paragraphs (i) through (vi) shall apply:
Compensation and Benefits Upon Termination. Section 5, COMPENSATION AND BENEFITS UPON TERMINATION, of the Amended Employment Agreement shall be amended as follows:
