Compensation Upon Termination Without Cause. A new Section 8(e) shall be added to the Agreement as follows: Notwithstanding any other provision of this Agreement to the contrary, in the event that Executive chooses to resign for any reason other than as result of a reason constituting termination for Cause then, in such event, at the option of the Executive, Executive may state in his letter of resignation that he wishes to serve as a Senior Advisor to the Company, which continuing service shall be on the following terms: (i) Executive shall be employed on a full-time basis as a Senior Advisor to the Company for up to fifteen years from the date of resignation, for so long as Executive is willing and able to provide advisory services to the Company; (ii) Executive shall report to the Company’s General Counsel and shall at all times be diligent in responding to informational or discussion requests and project assignments from the General Counsel or his/her designee; (iii) Executive shall receive compensation of $50,000 per year without increase, bonus or other adjustment for each year of service, payable semi-monthly or in such other installments as shall be consistent with the Company’s payroll procedures, less all necessary withholding; (iv) unless otherwise agreed to by the Company, Executive shall provide such advisory services from Executive’s personal offices not located at Company facilities; (v) Executive shall continue to abide by his or her obligations of confidentiality and non-competition as provided in this Agreement; and (vi) Executive shall receive compensation termination as if Executive’s employment had been terminated without Cause.
Compensation Upon Termination Without Cause. If Employee’s employment is terminated by Employer without cause and at the time of such termination the Operating Company has raised at least $1,000,000 in investor capital, Employee shall be entitled to a severance payment in the amount of twelve (12) times the Employee’s monthly base compensation. The foregoing severance will be payable in twelve (12) monthly payments commencing upon the effective termination date of Employee’s employment. In addition to the severance payment provided for above, in the event Employee’s employment is terminated by the Employer without cause, Employee shall be entitled to any bonus payable pursuant to any Employer bonus plan, pro-rated through the date of any such termination.
Compensation Upon Termination Without Cause. As additional consideration for the continuation of the noncompetition and confidentiality covenants of the Employee in this Agreement after the Date of Termination (as defined in paragraph 11(e)) and as separation pay, if the Employee’s employment is terminated without Cause (as defined in paragraph 11(f) of this Agreement) by the Company or for Good Reason (as defined in paragraph 11(g) of this Agreement) by the Employee and if Employee signs a standard separation agreement that includes a comprehensive waiver and release, the Employee shall receive the following: (i) the Employee’s then current Base Salary for twelve (12) months after the Date of Termination (as defined in paragraph 11 (e) hereof), payable in equal installments on the same payroll schedule on which other Company employees receive payment; (ii) a portion of the Employee’s COBRA coverage premiums for twelve (12) months (or such shorter time if such coverage terminates earlier under section 4980B of the Code), provided that the Employee shall continue to pay the same amount toward the cost of such premiums as paid immediately prior to the last day of the Employee’s active employment and shall comply with applicable election and eligibility requirements; and (iii) payment of the Employee’s annual performance bonus for the year in which the Employee’s Date of Termination occurs at 100% of target, prorated based on the number of calendar days of such year elapsed through the date of the Employee’s Date of Termination, payable at the same time such bonuses are paid to other executives, but in no event later than April 1st of the year following the year in which the Employee’s Date of Termination occurs.
Compensation Upon Termination Without Cause. Section 8(d) of the Agreement presently provides as follows: If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive’s employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executive’s authority and responsibilities are materially diminished without cause relating to the performance of Executive’s services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to the greater of either: (a) the amount Executive would have been entitled to receive in Base Salary for the time remaining in Executive’s then current term of employment, or (b) an amount equal to two years of Base Salary. Such payment shall be fully due and payable to Executive in a lump sum upon Executive’s Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d), all options granted to Executive pursuant to Section 4(c) shall immediately vest in Executive. The foregoing Section 8(d) provision shall be replaced in its entirety with the following provision: If (i) the Company terminates the Executive’s employment without Cause, or (ii) the Executive’s employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executive’s authority and responsibilities are materially diminished without cause relating to the performance of Executive’s services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to two times (i) Executive’s current annual rate of Base Salary, plus (ii) the greater of the bonus and/or other incentive payments awarded to executive for the immediately preceding year or the average bonus and/or other inventive payments awarded to the Executive for the previous two years. Such payment shall be fully due and payable to Executive in a lump sum upon Executive’s Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d), all unvested options granted to Executive prior to Executive’s Date of Termination shall immediately vest in Executive upon Executive’...
Compensation Upon Termination Without Cause. If the Employment is terminated by the Employer without Cause, the Employer shall pay the Executive:
Compensation Upon Termination Without Cause. In the event Consultant is terminated by the Company pursuant to Section 8.5, the Company shall pay to Consultant, as a severance allowance the Bonus Compensation due pursuant to Section 4.1 until the death of the Consultant. All payments required to be made by the Company to Consultant pursuant to this Section 5 shall be paid in the manner and at the times specified in Section 4.1 hereof.
Compensation Upon Termination Without Cause. In the event the Company terminates this Agreement without Cause as defined herein, or does not fully comply with the termination and hearing procedures specified in Section 5.1 herein, then the Company shall pay to Consultant as actual and liquidated total damages the Accrued Benefits. In addition, all warrants held by Consultant which have vested as of the termination date shall remain exercisable for a period of two (2) years from the date of termination of this Agreement. Any portion of Consultant's Warrants that have not vested as of the date of termination shall terminate as of such date.
Compensation Upon Termination Without Cause. In the event Executive is terminated by the Company pursuant to Section 10.5, the Company shall pay to Executive, as a severance allowance, his then current monthly Base Salary or the Bonus Compensation due pursuant to Section 4.3. The Company will pay whichever amount is greater until the death of the Executive. All payments required to be made by the Company to Executive pursuant to this Section 5 shall be paid in the manner and at the times specified in Section 4.1 or 4.3 hereof, whichever amount is greater.
Compensation Upon Termination Without Cause. In the event that Employer terminates Employee's employment under this Employment Agreement without Cause, Employee's sole and exclusive compensation and remedy hereunder shall be to receive from Employer, and Employer shall pay and provide, (i) the amount of Salary, if any, accrued and unpaid through the date of termination, and the amounts and items payable and to be provided under Section 6 through the date of termination, payable within thirty (30) days following termination of employment, and (ii) the Salary that Employee would have received during the period following termination through the expiration of the period ending on the first anniversary of the date of termination of Employee's employment (even if beyond the expiration date of the Employment Term), as and when it would have been payable or provided if Employee had remained an employee of Employer for such period. Employee shall not be entitled to the foregoing severance to the extent that Employee receives or is entitled to receive compensation from new employment with respect to employment services rendered during such period.
Compensation Upon Termination Without Cause. In the event your employment under this Agreement is terminated by Employer without cause, then you shall receive: (i) the Base Salary through the date of your termination; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) reimbursement of expenses due you pursuant to Paragraph 5; (v) 50% of the Base Salary payable to you through the Expiration Date had your employment not been terminated, such Base Salary to be determined in accordance with the terms of Paragraph 2(a) of this Agreement; and (vi) 100% of the Annual Bonus amount payable to you through the Expiration Date had your employment not been terminated, which amount shall be deemed to be equal to the product of (1) the Base Salary that would have been in effect during such fiscal year and (2) a fraction, the numerator of which is the total of the Annual Bonus that was paid to you for Employer's two fiscal years preceding your termination, and the denominator of which is the Base Salary that was paid to you for Employer's two fiscal years preceding your termination. In addition, all New Options then held by you shall immediately vest and become exercisable until the fifth anniversary of the date of your termination. Vesting of all Existing Options is governed by the terms of stock option plans and agreements pursuant to which such Existing Options were granted. Upon termination of this Agreement, you and Employer will also enter into a consulting relationship on the terms set forth in Paragraph 11.
