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. 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 March 15th 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: The foregoing Section 8(d) provision shall be replaced in its entirety with the following provision: If (i) the Company terminates 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’s Date of Termination, and the exercise period for each such previously-granted option shall be the full remaining duration of the term of each such option.
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. In the event that Executive’s employment is terminated by the Company before the expiration of the Term other than for Cause or Disability, Executive shall be entitled to receive the following payments and benefits:
(i) the Accrued Obligations, which shall be payable at the time that such amount would otherwise have been payable to Executive but for such termination of employment;
(ii) a cash severance benefit equal to the total Base Salary that would have been payable to Executive but for such termination of employment, during the period of twelve (12) months following the Termination Date (the “Severance Period”), which severance benefit shall be payable during the Severance Period in substantially equal proportionate installments in accordance with the Company’s normal payroll practices, commencing with the first payroll period in the month following the month in which the Termination Date occurs;
(iii) without prejudice to Executive’s rights to continuation of benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), subject to Executive’s continued co-payment of premiums, continued participation during the Severance Period in all welfare benefit plans that cover Executive (and his eligible dependents), upon the same terms and conditions as in effect for active employees of the Company (except for the requirements of Executive’s continued employment with the Company), to the extent that such benefits are available to former employees of the Company under the terms of the applicable benefit plan or program; provided, however, that if during the Severance Period Executive obtains other employment that offers comparable benefits as to any particular welfare benefit plan or program, the coverage by the Company for such welfare plan or program under this Section 11(c)(iii) shall be reduced or eliminated, as the case may be, by such comparable subsequent employer benefits; and
(iv) (A) if less than 200,000 Options have vested prior to the Termination Date, then the number of Executive’s then outstanding Options that remain unvested as of the Termination Date equal to (x) 200,000 minus (y) the number of Options that have vested prior to the Termination Date shall immediately become fully vested and exercisable, effective as of the Termination Date, (B) all of Executive’s then outstanding Options that have vested prior to the Termination Date and those Options that become vested pursuant to clause (A) of this Section 12(a...
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. If the Employment is terminated by the Employer without Cause, the Employer shall pay the Executive:
(i) when due, any Accrued Salary and Benefits; and
(ii) a pro-rated Incentive (subject to the discretion of the Board) to the extent Executive is eligible at the Termination Date. This payment will be paid according to Clause 4.4; and
(iii) subject to the Executive signing a Release within the twenty-one (21) day period immediately following the Termination Date and not revoking such Release, a sum equal to nine (9) months of Salary and the cost to the Employer of providing contractual benefits for that nine (9) month period (excluding any benefits under Clause 8.2), as reasonably determined by Employer. This payment will be paid according to Clause 4.4.
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 that Employer terminates this Employment Agreement without Cause prior to the second anniversary of the date hereof, Employee's sole and exclusive compensation and remedy hereunder shall be to receive from Employer severance pay equal to (i) the amount of Salary and amounts payable under Section 6, if any, accrued and unpaid through the date of termination, and (ii) as and when payable (as if Employee had remained an employee of Employer), the Salary and amounts payable under Section 6 that Employee would have received during the period following termination until the second anniversary of the date of this Employment Agreement.
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.
