Common use of Death; Disability; Termination By Employer without Cause or By Executive for Good Reason Clause in Contracts

Death; Disability; Termination By Employer without Cause or By Executive for Good Reason. If Executive’s employment is terminated by reason of his death or Disability or by Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) (i) twelve (12) equal monthly installments of an amount per installment equal to one twenty-fourth of Executive’s Base Salary (determined as of the Date of Termination), (ii) and if applicable, where Employer has been party to a Business Combination Transaction, and such termination occurs within twelve (12) months of the Business Combination Transaction, (a) twelve (12) equal monthly installments of an amount per installment equal to one twelfth of Executive’s base Salary; (b) benefits shall continue for twelve (12) months; and (c) shall be paid the full Target Bonus (determined as of the Date of Termination), and (iii) a lump sum cash payment, within five days following such Date of Termination, of an amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of Termination plus accrued vacation in accordance with Employer’s vacation policy -- subject to all required deductions and withholdings (the “Accrued Amounts”). The amount set forth in Section 9(a)(i) and 9(a)(ii) shall be payable if and only if the Executive shall have executed on or before the 30th day following the Date of Termination (or other later date specified by Employer) a full Release and Covenant not to xxx the Employer and its employees, officers, directors and stockholders in the form provided by Employer. For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean a transaction that results in: A. a merger or consolidation of the Employer with or into another entity in which the Employer shall not be the surviving entity; B. a dissolution of the Employer; C. a transfer of all or substantially all of the assets of the Employer in one transaction or a series of related transactions to one or more other persons or entities; or D. any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren Capital L.P. and Xxxxxxx X. Xxxx or any Affiliate of Xxxxxxx X. Xxxx, or a trustee or other fiduciary holding securities under an employee benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Employer representing 40% or more of the combined voting power of the Employer’s then outstanding securities.

Death; Disability; Termination By Employer without Cause or By Executive for Good Reason. If Executive’s employment is terminated by reason of his death or Disability or by Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) (i) twelve six (126) equal monthly installments of an amount per installment equal to one twentyone-twenty fourth of Executive’s Base Salary (determined as of the Date of Termination), (ii) and if applicable, where Employer has been party to a Business Combination Transaction, and such termination occurs within twelve (12) months of the Business Combination Transaction, (a) twelve (12) equal monthly installments of an amount per installment equal to one twelfth of Executive’s base Salary; (b) benefits shall continue for twelve (12) months; and (c) shall be paid the full Target Bonus Salary (determined as of the Date of Termination), and (iii) a lump sum cash payment, within five days following such Date of Termination, of an amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of Termination plus accrued vacation in accordance with Employer’s vacation policy -- — subject to all required deductions and withholdings (the “Accrued Amounts”). The amount set forth in Section 9(a)(i) and 9(a)(ii) shall be payable if and only if the Executive shall have executed on or before the 30th day following the Date of Termination (or other later date specified by Employer) a full Release and Covenant not to xxx the Employer and its employees, officers, directors and stockholders in the form provided by Employer. For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean a transaction that results in: ; A. a merger or consolidation of the Employer with or into another entity in which the Employer shall not be the surviving entity; B. a dissolution of the Employer; C. a transfer of all or substantially all of the assets of the Employer in one transaction or a series of related transactions to one or more other persons or entities; or D. any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren Scren Capital L.P. and Xxxxxxx X. Xxxx or any Affiliate of Xxxxxxx X. Xxxx, or a trustee or other fiduciary holding securities under an employee benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Employer representing 40% or more of the combined voting power of the Employer’s then outstanding securities.

Death; Disability; Termination By Employer without Cause or By Executive for Good Reason. If Executive’s employment is terminated by reason of his death or Disability or by Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) (i) twelve six (126) equal monthly installments of an amount per installment equal to one twentyone-twenty fourth of Executive’s Base Salary (determined as of the Date of Termination), (ii) and if applicable, where Employer has been party to a Business Combination Transaction, and such termination occurs within twelve (12) months of the Business Combination Transaction, (a) twelve (12) equal monthly installments of an amount per installment equal to one twelfth of Executive’s base Salary; (b) benefits shall continue for twelve (12) months; and (c) shall be paid the full Target Bonus Salary (determined as of the Date of Termination), and (iii) a lump sum cash payment, within five days following such Date of Termination, of an amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of Termination plus accrued vacation in accordance with Employer’s vacation policy -- — subject to all required deductions and withholdings (the “Accrued Amounts”). The amount set forth in Section 9(a)(i) and 9(a)(ii) shall be payable if and only if the Executive shall have executed on or before the 30th day following the Date of Termination (or other later date specified by Employer) a full Release and Covenant not to xxx the Employer and its employees, officers, directors and stockholders in the form provided by Employer. For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean a transaction that results in: A. a merger or consolidation of the Employer with or into another entity in which the Employer shall not be the surviving entity; B. a dissolution of the Employer; C. a transfer of all or substantially all of the assets of the Employer in one transaction or a series of related transactions to one or more other persons or entities; or D. any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren Capital L.P. and Xxxxxxx X. Xxxx or any Affiliate of Xxxxxxx X. Xxxx, or a trustee or other fiduciary holding securities under an employee benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Employer representing 40% or more of the combined voting power of the Employer’s then outstanding securities.

Death; Disability; Termination By Employer without Cause or By Executive for Good Reason. If Executive’s employment is terminated by reason of his death or Disability or by Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) (i) twelve (12) equal monthly installments of an amount per installment equal to one twenty-fourth of Executive’s Base Salary (determined as of the Date of Termination), (ii) and if applicable, where Employer has been party to a Business Combination Transaction, and such termination occurs within twelve (12) months of the Business Combination Transaction, (a) twelve (12) equal monthly installments of an amount per installment equal to one twelfth of Executive’s base Salary; (b) benefits shall continue for twelve (12) months; and (c) shall be paid the full Target Bonus Salary (determined as of the Date of Termination), and (iii) a lump sum cash payment, within five days following such Date of Termination, of an amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of Termination plus accrued vacation in accordance with Employer’s vacation policy -- – subject to all required deductions and withholdings (the “Accrued Amounts”). The amount set forth in Section 9(a)(i) and 9(a)(ii) shall be payable if and only if the Executive shall have executed on or before the 30th day following the Date of Termination (or other later date specified by Employer) a full Release and Covenant not to xxx the Employer and its employees, officers, directors and stockholders in the form provided by Employer. For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean a transaction that results in: A. a merger or consolidation of the Employer with or into another entity in which the Employer shall not be the surviving entity; B. a dissolution of the Employer; C. a transfer of all or substantially all of the assets of the Employer in one transaction or a series of related transactions to one or more other persons or entities; or D. any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren Capital L.P. and Xxxxxxx X. Xxxx or any Affiliate of Xxxxxxx X. Xxxx, or a trustee or other fiduciary holding securities under an employee benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Employer representing 40% or more of the combined voting power of the Employer’s then outstanding securities.

Death; Disability; Termination By Employer without Cause or By Executive for Good Reason. If Executive’s employment is terminated by reason of his her death or Disability or by Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his her legal representatives or estate or as may be directed by the legal representatives of his her estate, as the case may be) (i) twelve (12) equal monthly installments of an amount per installment equal to one twenty-fourth of Executive’s Base Salary (determined as of the Date of Termination), (ii) and if applicable, where Employer has been party to a Business Combination Transaction, and such termination occurs within twelve (12) months of the Business Combination Transaction, (a) twelve (12) equal monthly installments of an amount per installment equal to one twelfth of Executive’s base Salary; (b) benefits shall continue for twelve (12) months; and (c) shall be paid the full Target Bonus Salary (determined as of the Date of Termination), and (iii) a lump sum cash payment, within five days following such Date of Termination, of an amount equal to any earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of Termination plus accrued vacation in accordance with Employer’s vacation policy -- – subject to all required deductions and withholdings (the “Accrued Amounts”). The amount set forth in Section 9(a)(i) and 9(a)(ii) shall be payable if and only if the Executive shall have executed on or before the 30th day following the Date of Termination (or other later date specified by Employer) a full Release and Covenant not to xxx the Employer and its employees, officers, directors and stockholders in the form provided by Employer. For purposes of this Agreement, a “Business Combination Transaction” shall be deemed to mean a transaction that results in: A. a merger or consolidation of the Employer with or into another entity in which the Employer shall not be the surviving entity; B. a dissolution of the Employer; C. a transfer of all or substantially all of the assets of the Employer in one transaction or a series of related transactions to one or more other persons or entities; or D. any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren Capital L.P. and Xxxxxxx X. Xxxx or any Affiliate of Xxxxxxx X. Xxxx, or a trustee or other fiduciary holding securities under an employee benefit plan of the Employer, becoming the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Employer representing 40% or more of the combined voting power of the Employer’s then outstanding securities.