Compensation Upon Certain Terminations. (a) In the event of a termination of the Executive's employment by the Company Without Cause or a termination by the Executive of his employment for Good Reason (other than termination for Good Reason within 12 months of a Change in Control), subject to Section 9(i), the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits:
(i) regular installments of the Executive's then-current Base Salary for the period from the Date of Termination and ending on the first anniversary of the Date of Termination, PLUS
(ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS
(iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant to Section 10(a)(i); PLUS
(iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS
(v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS
(vi) any debts owed to the Company by the Executive. If the Executive obtains new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment.
(b) In the event of a termination of the Executive's employment by the Executive for Good Reason within 12 months of a Change in Control, the Company shall pay th...
Compensation Upon Certain Terminations. (a) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination, the following amounts:
(i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to two times the Executive's current Base Salary (which for these purposes shall include the average contributions made by the Company to the Executive's 401(k) Plan and 401(k) Plus Plan for the preceding five years); and
(iii) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement).
(b) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his or her employment for Good Reason pursuant to Section 10 hereof, all unvested stock options, stock appreciation rights, and restricted stock awards shall immediately vest in full and, in the case of options or stock appreciation rights, be exercisable for a period of three years following such termination, provided that in no event shall the option or stock appreciation right be exercisable after the latest date on which such option or right would have expired pursuant to its original terms.
Compensation Upon Certain Terminations a. If the Executive’s employment is terminated by the Company other than for death, Disability or Cause or by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows:
i. Subject to Section 9(f) and the Executive’s continued compliance with Section 10 hereof:
1. The Company shall pay the Executive (i) a lump sum amount equal to the product of 2.0 and the Executive’s Base Salary no later than sixty (60) days following the Termination Date (the “Base Salary Severance”) and (ii) a lump sum amount equal to the actual short-term incentive compensation the Executive would have received, based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, as if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date, paid on the date on which short-term incentive compensation for each such period is paid to executives generally (together with the Base Salary Severance, the “Severance Payment”);
2. The Company shall pay the Executive: (i) the amount of any unpaid short-term incentive compensation for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally; and (ii) a short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above and prorated based on the number of days employed during the performance period (including the Termination Date), paid on the date on which the bonus for each such period is paid to executives generally; and
3. Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium charged for the COBRA coverage elected by the Executive for himself and, if applicable, his dependents under the Company’s group medical and dental care plan (which amount will be based on the premium for the first month of the Executive’s COBRA coverage) multiplied by twenty-four (24), which payment will be made no later than sixty (60) days following the Termination Date. For the avoida...
Compensation Upon Certain Terminations. (a) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty (180) days after such Change of Control (but within one year after such Change of Control), then the Company shall pay to the Executive in a lump sum on the fifteenth business day following the Date of Termination, the following amounts:
(i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(ii) A pro-rata portion of the Executive's target bonus for the year in which the Date of Termination occurs, based upon the number of days that have elapsed during the year in question prior to the Date of Termination.
(iii) In lieu of any further salary and bonus payments for periods subsequent to the Date of Termination, an amount equal to 3 multiplied by the sum of (i) the Executive's current Base Salary at such time and (ii) the greater of (I) the average of the bonuses actually received by the Executive with respect to the two calendar years immediately preceding the year in which the Date of Termination occurs or (II) the Executive's target bonus for the year in which the Date of Termination occurs.
(iv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement).
(b) If, subsequent to a Change of Control, (i) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than one hundred eighty (180) days after such Change of Control (but within one year after such Change of Control), the Company shall maintain in full force and effect, for the Executive's continued benefit for thirty-six (36) months after the Date of Termination, all medical and dental employee benefit plans, programs, or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that participation in any such plan or program is barred, the Company shall arrange to provide him with benefits substanti...
Compensation Upon Certain Terminations. (a) The Company shall pay to the Executive in a lump sum on the fifth business day following the later of the Date of Termination and the expiration of the revocation period referenced in Section 9(f) hereof, the following amounts if during the Term of this Agreement (A) the Company shall terminate the Executive's employment within the two-year period subsequent to a Change in Control other than for Cause or due to death or Disability; (B) the Executive shall terminate his employment for Good Reason (as defined in Section 9(g) hereof) within the two-year period subsequent to a Change in Control; or (C) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the one-year anniversary of the Change in Control (each, a "Qualifying Termination"):
(i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(ii) A pro rata portion to the Date of Termination of the aggregate value of each annual cash bonus opportunity of the Executive for the then uncompleted fiscal year pursuant to any annual bonus or incentive program maintained by the Company, calculated as to each such bonus by multiplying the corresponding bonus that the Executive earned in the completed fiscal year immediately prior to the year in which the Date of Termination occurs, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such bonus period through the Date of Termination by twelve (12).
(iii) In lieu of any further salary payments for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, an amount equal to the sum of (A) _____ times the Executive's current Base Salary at the time of such Date of Termination, (B) _____ times the greater of (y) the annual cash bonus earned by the Executive with respect to the most recently completed fiscal year of the Company pursuant to any annual bonus or incentive program maintained by the Company or (z) the average of the annual cash bonuses earned by the Executive with respect to the three completed fiscal years of the Company immediately preceding the Date of Termination pursuant to any annual bonus or incentive program maintained by the Company; and (C) the value of the stock and equity-based compensation awards granted to the Executive with respect to the most recent fiscal year of the Company immediately preceding ...
Compensation Upon Certain Terminations. (1) If the Company shall terminate the Executive's employment other than pursuant to ss.10 (b), (c) or (d), or if the Executive shall terminate his employment for Good Reason pursuant to ss.10 (e)(1) (but not a termination voluntarily by the Executive other than for Good Reason under ss.10 (e)(2)), then:
(A) The Company shall continue to pay the Executive his Sales commissions and Base compensation through the Scheduled Employment Termination Date at the then effective rate;
(B) The Company shall also pay all legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement). The Company agrees, in the event the Executive desires to relocate within one (1) year after the Date of Termination, to pay for (or reimburse) all reasonable moving expenses incurred relating to a change of principal residence in connection with such relocation and to indemnify the Executive in connection with any loss he may sustain in the sale of his primary residence;
(C) The Company shall also pay the Executive a "Severance Payment" equal to $750,000, which amount shall be paid to him in one lump sum within 30 days of the Scheduled Employment Termination Date; and
(D) The Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any
Compensation Upon Certain Terminations. (a) If the Company shall terminate the Employee's employment other than pursuant to Sections 7 or 8 hereof or if the Employee shall terminate his or her employment for Good Reason pursuant to Section 9 hereof, then the Company shall pay to the Employee in a lump sum on the fifth business day following the Date of Termination, the following amounts:
(i) If the termination occurs within the period commencing on the Change in Control Date and ending on the date six (6) months after the Change in Control ___ (__) months of Employee's then current base salary; or
(ii) If the termination occurs within the period commencing six (6) months and a day after the Change in Control Date and ending on the second anniversary of the Change of Control Date, one-half of the benefit payable under clause (i) above; provided, however, that no severance payment under this clause (ii) shall be less than three (3) months of Employee's then current base salary.
Compensation Upon Certain Terminations. If during the term of the Agreement, whether or not following a Change in Control (as defined in the Plan), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written Notice of Termination other than one for Good Reason, the Company's sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred until termination of employment or which, by operation of the applicable plan and/or deferral election, would cause distribution to occur upon termination of employment (including any interest earned or credited thereon) (collectively, “Accrued Compensation”). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect.
Compensation Upon Certain Terminations. (a) If the Company shall terminate the Executive's employment other than pursuant to Sections 7, 8, or 9 hereof or if the Executive shall terminate his employment for Good Reason pursuant to Section 10 hereof, then the Company shall pay to the Executive in a lump sum on the fifth business day following the Date of Termination (or, in the case of legal fees referred to in (iii) incurred after the Date of Termination, within seven days from the receipt of a bill xxx such services), the following amounts:
(i) The Executive's Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, an amount equal to the present value (discounted at the rate of six percent) of three times the sum of (i) Executive's total annual compensation, including current Base Salary, and (ii) the most recent annual bonus paid to Executive (or, if higher, the annual bonus paid to the Executive with respect to the last fiscal year of the Company ending prior to the Change in Control);
(iii) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination, in seeking to obtain or enforce any right or benefit provided by this Agreement, or in interpreting this Agreement); and
(iv) The cash value of any life insurance policy or arrangement maintained by the Company on the life of the Executive.
(b) Unless the Executive is terminated for Cause, the Company shall maintain in full force and effect, for the Executive's continued benefit for three (3) years after Date of Termination, all active and retired employee Benefit Plans and programs or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans
Compensation Upon Certain Terminations
