Consequences of Termination without Cause or for Good Reason. In the event Company terminates this Agreement without Cause or if the Executive terminates this Agreement with Good Reason (as defined below), the Executive shall receive the Accrued Rights (as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Release, the Executive shall be entitled to, and the Company shall be obligated to provide, the following:
Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or Employee’s employment hereunder without Cause or if the Employee terminates this Agreement or his employment hereunder with Good Reason as defined in Section 4.7 hereof, the Company shall: (i) pay the Employee, as severance pay, an amount equal to six (6) months of his Base Salary (which severance pay shall increase to an amount equal to nine (9) months of his then current Base Salary if such termination occurs after the two-year anniversary of the Effective Date and to an amount equal to twelve (12) months of his then current Base Salary if such termination occurs after the third anniversary of the Effective Date; provided Employee was actively employed by the Company on such anniversary date) (assuming Employee is actively employed by the Company on such anniversary date (the “Payment Period”) payable in a lump sum payment within ninety (90) days following the termination date; and (ii) pay the Employee within thirty (30) days of the termination of his employment (or such revised payment period pursuant to Section 4.10 of this Agreement) any portion of the bonus compensation that the Employee would otherwise be entitled to receive during the Payment Period (giving Employee credit for those milestones and performance goals that Employee successfully completed through the effective termination date); (iii) immediately vest in the number of equity or equity based awards that would have vested during the following six (6) months following the effective date of termination of employment; and (iv) shall continue to provide to or pay the cost of continuation of Employee’s and his eligible dependents’ health insurance benefits contemplated under Section 3.7 hereof during the Payment Period. Should the Employee become eligible for health insurance benefits provided by a new employer during the duration of Payment Period, then the Company’s obligation to pay for or reimburse the Employee for health insurance costs will terminate when the Employee’s new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to the Employee pursuant to this Section 4.3 unless or until Employee executes and delivers a full and general waiver and release to the Company (in favor of the Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and the Emplo...
Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s employment during the Employment Period (x) by the Company, which termination is not a termination for Cause (as defined above) or (y) by the Executive for Good Reason (as defined above), and provided that such termination is not by reason of death, or Disability (as defined in Section 6(e) hereof), then:
Consequences of Termination without Cause or for Good Reason. If Employer terminates this Agreement without Cause or if Employee terminates this Agreement with Good Reason (and Employer would not otherwise have the right to terminate Employee for Cause), Employer shall (a) continue to pay Employee Base Salary for a period (the “Payment Period”) equal the greater of (i) one year from the Termination Date or (ii) the Termination Date through September 1, 2003 and (b) pay Employee any Bonus Compensation (but not Additional Bonus Compensation) that Employee would be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason. The periods for which Employer is required to make payments to Employee pursuant to this Section 6(c) is hereinafter referred to as a “Severance Period”. If within any Severance Period Employee receives compensation for services rendered from any person or entity, whether as an employee or otherwise, such compensation shall reduce the payments due under Section 6(c), dollar for dollar. Employee shall promptly inform Employer of all such compensation received by him on a monthly basis during the applicable Severance Period.
Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive's employment during the Employment Period (x) by the Company, which termination is not a termination for "cause" (as defined above) or (y) by the Executive for "good reason" (as defined above), and provided that such termination is not by reason of death, Retirement (as defined in Section 7(d) hereof) or Disability (as defined in Section 7(d) hereof), then (i) the Executive shall be entitled to continued payment of base salary for a period of 12 months following the date of termination, (ii) the Executive shall be entitled to payment of his target annual bonus for the year in which the date of termination occurs, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, (iii) the Executive shall be entitled to a Medical Coverage Subsidy (as defined under Section 7(l) below), (iv) all LTIP interests held by the Executive shall fully and immediately vest, with payouts to the Executive in respect of his interests in outstanding Profit Pools thereunder to be made at the times, in the amounts and in the manner provided in the LTIP for payments to other LTIP Participants whose employment with the Company is continuing, (v) all shares of restricted stock previously awarded to the Executive shall fully and immediately vest, and (vi) following the determination of Fair Market Value in accordance with the provisions of the Restricted Stock Plan and the Restricted Share Agreement, the Executive shall sell to the Company, and the Company shall purchase from the Executive, all shares of restricted stock which have vested as of the date of termination (including shares of restricted stock which have vested by reason of such termination), and any other shares of common stock of the Company which may then be owned by the Executive; provided, however, that the provisions of this Section 7(c)(vi) shall not apply if an IPO has occurred prior to the date of such termination of the Executive's employment hereunder.
Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause, or if the Executive terminates this Agreement with Good Reason, the Company shall (i) pay the Executive a lump sum of $300,000 within twenty (20) days of the termination date; (ii) pay the Executive all unreimbursed business expenses and accrued, unused vacation days; and (iii) accelerate the vesting of any unvested options to purchase ADR's and permit Executive to exercise such options during the remainder of the exercise period for such options.
Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or Executive’s employment hereunder without Cause or if the Executive terminates this Agreement or his employment hereunder with Good Reason (and the Company would not otherwise have substantially the right to terminate Employee for Cause), the Company shall pay the Executive within thirty (30) days of his termination of employment (or such revised payment period pursuant to Section 11(o) of this Agreement) any Bonus Compensation that the Executive would be entitled to receive in the absence of his termination without Cause or for Good Reason. In the event that the Executive is entitled to severance benefits under Section 5(f) below, this Section 5(c) shall not apply and shall have no further force or effect.
Consequences of Termination without Cause or for Good Reason. In the event Information Resources terminates the employment of Employee without cause pursuant to Section 6.1, or the Employee terminates his employment for "Good Reason" pursuant to Section 6.2 hereof, the Employee shall receive, for each of the twelve (12) months following any such termination of employment, his monthly Base Salary at the rate in effect immediately prior to the giving of the Section 6.1
Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause, or if the Executive terminates this Agreement with Good Reason, the Company shall (i) pay the Executive within ninety (90) days of the termination date such sum or sums as he would have been entitled to receive had he continued to provide services under this Agreement until 1 June 2010, notwithstanding that those services will not be required to be provided; (ii) immediately pay the Executive all unreimbursed business expenses and accrued, unused vacation days; and (iii) accelerate the vesting of any unvested options to purchase ordinary shares and permit Executive to exercise such options during the remainder of the exercise period for such options.
Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause, or if the Executive terminates this Agreement with Good Reason, the Company shall (i) pay the Executive within ninety (90) days of the termination date such sum or sums as he would have been entitled to receive had he continued to provide services under this Agreement until 29 May 2008, or, if termination occurs after 29 May 2007, then 1 year from the time of termination (less any payout made for the ninety (90) day notice period), notwithstanding that those services will not be required to be provided. The company can elect to pay such sum as cash, equity in Prana or as a combination of both cash and equity; (ii) immediately pay the Executive all unreimbursed business expenses and accrued, unused vacation days; (iii) allow the executive adequate time and opportunity after termination to remove all and any personal information from his computer (lap-top or otherwise) and (iv) accelerate the vesting of any unvested options to purchase ordinary shares and permit Executive to exercise such options during the remainder of the exercise period for such options.
