Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of (i) the greater of (A) Executive’s Base Salary for the remainder of the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA medical payment applicable to Executive as of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination of employment and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be red...
Discharge Without Cause or Resignation for Good Reason. Employee shall receive from the Employer, provided (unless waived by the Employer) Employee executes (without subsequent revocation) a General Release (except that Employee shall not be obligated to do so following a Hostile Change in Control), in the event that Employee either: (A) is discharged without Cause and for reasons unrelated to his disability or death; or (B) resigns from the Employer for Good Reason within twelve (12) weeks of the occurrence of the event upon which Employee relies for claiming that his resignation is for Good Reason: His Base Compensation for the lesser of (A) 36 months or (B) the remainder of the Terms of this Agreement, but in no event less than 6 months, paid in accordance with the Employer's regular payroll practices then in effect.
Discharge Without Cause or Resignation for Good Reason. In the event of discharge without Cause or resignation for Good Reason, Employee shall receive (or in the case of Subsection 6(a)(iii) have paid on Employee’s behalf) from the Employer, provided (unless waived by the Employer) Employee executes and returns to the Employer within the time specified by the Employer (without subsequent revocation) an Agreement and General Release as described in Subsection 2(b) above (except that Employee shall not be obligated to do so following a Hostile Change in Control):
(i) Employee’s current Base Compensation and Target Bonus for twenty-four (24) months paid either, as determined in the Employer’s sole discretion, periodically in accordance with the Employer’s regular payroll practices then in effect or in a lump sum;
(ii) Any earned but not paid deferred compensation and/or bonus for service during the prior year, subject to the terms, conditions and restrictions specified in the relevant plan documents; and
(iii) The “designated portion” of the premiums with regard to Employee’s continued participation in group health and dental plans pursuant to COBRA for eighteen (18) months, provided Employee pays his or her co-payment on a timely basis. For purpose of this provision, the “designated portion” means the portion of the premium which the Employer paid at the time Employee’s employment terminated. Executive shall receive the payments and benefits described in Section 6(a) if and only if (i) Executive duly executes and returns to the Employer (and does not revoke if a revocation period is included in the sole discretion of the Employer) an Agreement and General Release, setting forth terms satisfactory to the Employer in its sole discretion, including but not limited to (a) a general release of the Employer and any other persons or entities designed by the Employer of any and all claims arising out of Employee’s employment or cessation with the Employer other than any claims for payments and benefits set forth in Section 6(a), and (b) provisions requiring Employee not to disparage the Employer, not use or disclose information deemed confidential by the Employer and to reasonably cooperate with the Employer in transitioning business matters and handling claims and litigation; and (ii) Employee complies with his obligations under this Agreement (including but not limited to under Section 7) and the Agreement and General Release.
Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason during the Initial Term, Executive shall receive severance pay equal his Base Salary for six (6) months. The severance payment shall be payable in a lump sum as soon as practicable, but no later than 60 days of Executive’s termination of employment. The severance payment will be made provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, Executives and agents. Executive will also receive any vested benefits to which Executive is entitled under the Company’s compensation and Executive benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in those plans, including, but not limited to the company’s Stock Plan.
Discharge Without Cause or Resignation for Good Reason. If Employee is Discharged Without Cause or Resigns for Good Reason, Employee shall receive severance pay at his then current rate of Base Salary as of his termination, less taxes and normal deductions:
(i) if Employee is Discharged Without Cause, or Resigns for Good Reason, on or before March 4, 2008: seventy-eight (78) weeks in accordance with the Saks Incorporated Amended and Restated 2000 Change of Control and Material Transaction Severance Plan; or
(ii) if Employee is Discharged Without Cause, or Resigns for Good Reason, on or after March 5, 2008: fifty-two (52) weeks; payable in equal installments in accordance with the Company’s regular payroll practices, provided (whether the Discharge Without Cause or Resignation for Good Reason occurs before, on or after March 4, 2008) that Employee signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in a form acceptable to the Company. These severance payments shall be in lieu of any bonus or other Company paid benefits to which Employee is or may be entitled after Employee’s termination of employment with the Company for any reason whatsoever, whether by Employee or the Company, including any other severance payments to which Employee is or may be entitled by reason of any severance plan sponsored by Saks or the Company, or any other agreement, policy or practice. Employee will also have the opportunity for continued participation in the Company’s group medical plans, at his expense, pursuant to COBRA. The Company’s obligations under this Paragraph 9(a) shall, as applicable:
(iii) cease in the event that Employee breaches any of Employee’s obligations under this Agreement; and/or
(iv) be offset by any disability insurance benefits and/or workers compensation benefits received by Employee during the period covered by the severance payments.
Discharge Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, discharge without Cause is any termination by K12 of EMPLOYEE’s employment hereunder without Cause, as defined in Section 4.4(a) hereof and does not include the termination of EMPLOYEE by reason of K12 giving Notice of Non-Renewal pursuant to Section 2.1. K12 shall effectuate a discharge without Cause by giving EMPLOYEE a notice specifying the effective date of such discharge, which date shall not be earlier than thirty (30) days after the giving of notice. For the purposes of this Agreement, Good Reason shall mean: (i) a material diminution of EMPLOYEE’s authority, duties or responsibilities; or (ii) a material change in the geographic location at which EMPLOYEE must perform his personal services for K12 (at present, the Greater Washington, D.C. area); or (iii) a material breach of this Agreement by K12, so long as in each case EMPLOYEE shall have given K12 notice of the conduct he believes constituted the material diminution, change or breach within ninety (90) days of its occurrence and K12 shall have failed to remedy such diminution, change or breach within thirty (30) days thereafter. EMPLOYEE shall effect an employment termination by resignation for Good Reason by giving K12 a notice specifying the effective date of such employment termination. EMPLOYEE agrees that neither his no longer serving as K12’s Chief Executive Officer as of the Effective Date nor any of the changes to his compensation or other terms and conditions of employment as provided for under this Agreement shall constitute Good Reason hereunder.
(b) In the event EMPLOYEE is discharged by K12 Without Cause or EMPLOYEE terminates his K12 employment by resigning for Good Reason, and subject to EMPLOYEE’s execution within 30 days following the EMPLOYEE’s termination of employment, and non-revocation of a general release of all claims against K12 and its affiliates in the form attached hereto as Exhibit A (as such form may be revised to reflect changes in applicable law), no later than 8 days following the EMPLOYEE’s termination of employment (a “Release”):
(i) K12 shall pay EMPLOYEE an amount equal to three (3) times EMPLOYEE’s then-current Base Salary, determined as of his date of discharge or termination. Such amount shall be paid in a single sum, net of any applicable withholding, within ninety (90) calendar days following the date EMPLOYEE’s employment by K12 terminates, or if earlier, on the March 15th next following the close of the taxable y...
Discharge Without Cause or Resignation for Good Reason. If the Executive ------------------------------------------------------ is discharged other than for Cause or disability or the Executive resigns with Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:
(A) all Accrued Obligations; and
(B) the balance of the base salary which as of the Date of Termination remains to be paid to the Executive pursuant to Paragraph 3 for the then-remaining term of this Agreement (taking into account any extensions of such term in effect immediately prior to the Date of Termination pursuant to Paragraph 1(b)); and
(C) the product of (1) the Monthly Bonus Amount multiplied by (2) the number of full calendar months within the period from the Date of Termination through and including the last day of the then- remaining term of this Agreement (taking into account any extensions of such term in effect immediately prior to the Date of Termination pursuant to Paragraph 1(b)); and
(D) a lump sum amount equal to the Actuarial Equivalent of the additional Accrued Pension the Executive would have accrued under the Retirement Plan, the additional Accrued Supplemental Pension the Executive would have accrued under the Supplemental Plan and the additional benefit the Executive would have accrued under the Nonqualified Arrangements if the Executive's actual Continuous Service had ended on the last day of the then-remaining term of this Agreement (taking into account any extensions of such term in effect immediately prior to the Date of Termination pursuant to Paragraph 1(b)) and had his Compensation for each calendar year during such additional period equaled his Compensation for the twelve (12) full calendar months immediately preceding the calendar month in which the Date of Termination occurred (for purposes of the foregoing, the terms "Actuarial Equivalent," "Accrued
Discharge Without Cause or Resignation for Good Reason. During the Term of this Agreement, if the Executive is discharged other than for (x) Cause (i.e., without Cause) or (y) disability, or if the Executive resigns with Good Reason:
(a) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:
i. all Accrued Obligations; and
ii. an amount equal to her monthly base salary at the highest rate in effect in the most recent year multiplied by 24; and
iii. an amount equal to the Monthly Bonus Amount multiplied by 24.
(b) If Executive elects to continue health coverage under the Company's health plan in accordance with the continuation requirements of COBRA, the Company will pay for the cost of such coverage until the earlier of (i) the date Executive begins full-time employment or full-time self-employment; or
Discharge Without Cause or Resignation for Good Reason. If Employee is discharged without Cause or resigns for Good Reason during the Term of the Agreement Employee shall be entitled to severance pay and other benefits as follows:
(i) Prompt payment of all accrued wages and accrued but unused vacation pay through the date of termination of employment, and for a period of one year after the Effective Date, severance pay in the amount of one year's Base Salary payable in installments in accordance with the Company's payroll practices and continued payment of premiums in connection with Employee's continued participation in the Company's group health plan pursuant to COBRA;
(ii) After completion of one year after the Effective Date, prompt payment of all accrued wages and accrued but unused vacation pay through the date of termination of employment, and severance pay in the amount of his Base Salary payable in installments and continued payment of premiums in connection with the Employee's continued participation in the Company's group health benefit plan pursuant to COBRA for the remaining Term or for a period of one (1) year from the date of termination, whichever is longer; and
(iii) If Employee has been employed for at least three months in the Company's fiscal year in which the termination of his employment occurs, Employee will receive a prorated portion (based on the number of days employed in the fiscal year) of the bonus which would have been earned by Employee under Paragraph 4(b) for said fiscal year based on the Company's full year performance. The bonus, if any, under this clause (iii) will be paid at the time that bonuses are paid to other Company senior executives for the fiscal year in which the termination occurs.
Discharge Without Cause or Resignation for Good Reason. If Employee is discharged without Cause or resigns for Good Reason, other than following a Change in Control, Employee shall receive his base salary (paid in monthly installments) for twelve (12) months plus continuation of the Company contribution towards his Company group medical benefits (but not the allowances referred to in paragraph 5 of this Agreement) for up to twelve (12) months or until Employee becomes eligible for comparable benefits at a new employer. In addition, if Employee resigns for Good Reason after having completed at least three (3) months of employment in the Company's fiscal year, Employee shall be entitled to a pro-rata bonus for that year (based on the number of days employed in the fiscal year) based on the Company's full year performance. The bonus, if any, will be paid as soon as practicable after the end of the fiscal year in which the termination occurs. The Employee's right to any payments or benefits under this paragraph shall be contingent upon (i) execution by the Employee at or about the time of termination of his employment of a general release of claims (including without limitation contractual, common law and statutory claims) in a form satisfactory to the Company in favor of the Company and its officers, directors, executives and agents substantially; and (ii) compliance by the Employee with all of the terms of this Agreement including without limitation paragraphs 11 and 12 hereof.
