COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Company shall continue to pay his Base Salary (defined below) and health insurance (provided he makes an appropriate COBRA election) for the remainder of the Employment Term or Renewal Term, as the case may be, in accordance with the Company’s then-current payroll practices, and a pro-rated portion of any discretionary bonus awarded to the Executive for the year in which Termination occurs, but the Executive shall be entitled to no other compensation or benefits. The Executive shall be entitled to a minimum of twelve (12) months Base Salary under the foregoing sentence.
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Following a Change in Control, upon any Termination of Employment of the Executive by the Company without Cause (other than because of death, Disability or Retirement), or any Termination of Employment by the Executive for Good Reason, in any case, during the term of this Agreement, in lieu of any severance benefits Executive would otherwise be eligible to receive under any employment agreement with the Company or under the Company’s severance plan, if any, as in effect immediately prior to the Change in Control, the Executive shall be entitled to the following benefits and payments:
(a) A cash lump sum payment (payable within ten days of the Date of Termination) of full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given or, if higher, at the rate in effect immediately prior to the reduction giving rise (pursuant to clause (iv) of the definition of Good Reason) to such termination, plus all other amounts to which the Executive is entitled under any compensation or benefit plan of the Company at the time such payments are due under the terms of such plans;
(b) A cash lump sum payment (payable within ten (10) days of the Date of Termination) equal to two and one-half (2 1/2) times the sum of the Final Salary and the Final Average Bonus. “Final Salary” means the Executive’s annual base salary as in effect on the Date of Termination or, if higher, the Executive’s annual base salary in effect immediately prior to the reduction giving rise (pursuant to clause (iv) of the definition of Good Reason) to such termination. “Final Average Bonus” means the average of the three most recent annual bonuses paid to Executive prior to the Date of Termination, whether such annual bonuses are paid in the form of cash or in grants of restricted common stock of the Company or restricted stock units under the USEC Inc. Annual Incentive Program (which, under the USEC Inc. Annual Incentive Program, generally vests one(1) year after the date of grant); provided, however, that (i) any annual bonus paid to Executive that was pro-rated or otherwise adjusted because Executive was not employed by the Company during the entire period to which such bonus related shall be annualized for purposes of the calculation of the Executive’s Final Average Bonus; (ii) if Executive has experienced a change in position that has affected Executive’s annual bonus opportunity (whether or not such change in position is accompanied by a change i...
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment by the Employer is terminated by the Employer other than for Cause in accordance with Section 8(d) hereof or by the Executive for Good Reason in accordance with Section 8(e) hereof (i) the Employer shall pay to the Executive a lump sum in cash within 30 days of the date of termination in an amount equal to (x) the sum of (1) the Base Salary in effect immediately prior to termination and (2) the greater of the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year during the Employment Term or, if the Executive's termination of employment occurs during the first year of the Employment Term, $175,000, multiplied by one and one-half, plus (y) the Accrued Obligations; (ii) the Employer shall timely pay or provide the Other Benefits; and (iii) the Employer shall continue to comply with its obligations under Section 7(b) without regard to such termination.
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Upon termination of Executive’s employment by the Company without Cause or upon Executive’s resignation from employment with the Company for Good Reason, in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, Executive shall be entitled to receive the following severance benefits from the Company:
i. The Company shall pay to Executive an amount equal to (A) eighteen (18) months of Executive’s Base Salary at the highest annualized rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”) payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence on the first payroll period following the sixtieth (60th) day after the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release (as defined below) were not subject to revocation on the Severance Date); and (B) one and one-half (1.5) times Executive’s Target Performance Bonus for the fiscal year in which the Severance Date occurs payable on the first payroll period following the sixtieth (60th) day after the Severance Date. Notwithstanding the foregoing, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of any employment agreement then-in-effect than the amount determined under the first sentence of this Section 5(b)(i), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 5(b)(i);
ii. If Executive elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest of (A) the eighteen (18) month anniversary of the Severance Date, (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive and Executive’s covered dependents, if any, are no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executiv...
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. (a) If Sky shall terminate the Executive's employment without Cause (that is, terminated for other than for Retirement, death, Disability or Cause) or if the Executive shall terminate his employment for Good Reason pursuant to Section 11 hereof, then Sky shall pay to the Executive in a lump sum (except as provided in Section 12(a)(iii) below) on the thirtieth (30th) day following the Date of Termination (as hereafter defined), 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 (as hereafter defined) is given and the Executive's Bonus accrued through the Date of Termination as determined by the Sky Board;
(ii) The amount, if any, of the deferred portion of any awards which pursuant to the Benefit Plans, have accrued to Executive whether vested or unvested, but which have not yet been paid to Executive;
(iii) The amount equal to the sum of (A) the Executive's Base Salary and (B) the average of the prior two (2) Bonuses, payable at the times specified in Sections 5(a) and 5(b) hereof, for the remainder of the original Term of Employment (with such Base Salary and Bonus prorated for any partial year) (collectively, the "Remainder"). Sky shall have the option to pay the Remainder in a present value lump sum using a discount rate of 8% per annum; and
(iv) Sky shall also pay all reasonable legal fees and expenses incurred by the Executive 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).
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason without a Change in Control having occurred, then the Executive shall be entitled to the Accrued Compensation as well as to the following benefits:
a. the Company shall pay to the Executive in a lump sum cash within 30 days after the Date of Termination the aggregate following amounts:
4.3.a. i. a Prior Year Bonus, if applicable, and a Pro Rata Bonus; and
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If within twenty-four (24) months after a Change in Control shall have occurred, as defined in Section 3.2.1 above, Employee’s employment by the Company shall be terminated
(a) by the Company other than for Cause or Disability or as a result of Employee’s death; or (b) by Employee for Good Reason, Employee shall be entitled, without regard to any contrary provisions of any Plan, to the following severance benefits, subject to satisfaction of the Release of Claims requirement specified in Section 3.7 hereof:
(i) The Company shall pay Employee’s full Base Salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to Employee (including amounts which previously had been deferred at Employee’s request);
(ii) As severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to Employee in a single payment an amount in cash equal to (1) an amount equal to one and one-half (1.5) times the higher of (A) Employee’s annual Base Salary at the rate in effect just prior to the time a Notice of Termination is given, or (B) Employee’s annual Base Salary in effect immediately prior to the Change in Control, plus (2) an amount equal to one and one-half (1.5) times the higher of (A) Employee’s target bonus for the year in which a Notice of Termination is given, or (B) Employee’s target bonus for the year in which the Change in Control occurs;
(iii) For an eighteen (18)-month period after the Date of Termination, the Company shall arrange to provide Employee and Employee’s dependents with life, accident, medical and dental insurance benefits substantially similar to those which Employee was receiving immediately prior to the Change in Control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Employee pursuant to this Section 3.2.7 to the extent that a similar benefit is actually received by Employee from a subsequent employer during such eighteen (18)-month period, and any such benefit actually received by Employee shall be reported to the Company;
(iv) Any and all outstanding shares of restricted stock (except shares of restricted stock with performance-based vesting) and any and all outstanding options to purchase stock...
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment by the Employer is terminated by the Employer other than for Cause in accordance with Section 8(d) hereof or by the Executive for Good Reason in accordance with Section 8(e) hereof (i) the Employer shall pay to the Executive a lump sum in cash within 30 days of the date of termination in an amount equal to (x) one and one-half times (one times with respect to terminations occurring on or after January 1, 2004) the sum of (1) the Base Salary in effect immediately prior to termination and (2) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year (if any) plus (y) the Accrued Obligations; (ii) the Employer shall timely pay or provide the Other Benefits; and (iii) the Parent shall cause the Option granted pursuant to Section 6(a) and the restricted shares of Common Stock granted pursuant to Section 7 to become fully vested and/or exercisable.
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment by the Company is terminated by the Company other than for Cause in accordance with Section 7(d) hereof or by the Executive for Good Reason in accordance with Section 7(e) hereof (i) the Company shall pay to the Executive a lump sum in cash within 30 days of the date of termination in an amount equal to (x) the sum of (1) the Base Salary in effect immediately prior to termination and (2) the greater of the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year (if any) plus (y) the Accrued Obligations; and (ii) the Company shall timely pay or provide the Other Benefits. In addition, the Executive shall be entitled to relocation benefits pursuant to the Company's then relocation benefit program for any relocation from any office or location as provided in Section 1(a) to any metropolitan area. Subject to the conditions specified in this paragraph, if the Executive's employment by the Company is terminated by the Company other than for Cause in accordance with Section 7(d) hereof or by the Executive for Good Reason in accordance with Section 7(e) hereof and the Executive decides to relocate away from Fort Xxxxx, Indiana, the Company shall also reimburse the Executive for the difference between the sale price of the home and the original purchase price of the Executive's home at 00000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, Indiana; provided, however, that if the original purchase price is greater than the Appraised Value (as defined below) of such residence, the Company shall reimburse the Executive for the difference between the sale price of the home and the Appraised Value. The Executive shall use his best efforts to sell such residence for a price equal to the greater of the original purchase price or the Appraised Value (the "Greatest Value"). If, notwithstanding such efforts, the Executive concludes in good faith that any offer therefor that is less than the Greatest Value is a reasonable offer, he may accept such offer, provided that if the Greatest Value is $500,000 or less, such offer equals at least 85% of the Greatest Value and if the Greatest Value is more than $500,000, such offer equals at least 95% of the Greatest Value. For purposes of this Agreement, the "Appraised Value" shall be the average of the appraised values determined by two independent real estate appraisal companies selected by the Company. All expenses of the appraisers...
COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. In the event the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then the Company shall continue to pay his Base Salary (defined below) and health insurance, if provided through the Company (provided he makes an appropriate COBRA election) for the remainder of the Employment Term or Renewal Term, as the case may be, in accordance with the Company’s then-current payroll practices, and a pro-rated portion of any discretionary bonus awarded to the Employee for the year in which Termination occurs, but the Employee shall be entitled to no other compensation or benefits.
