Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control
(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):
(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates);
(ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and sh...
Effect of Termination of Employment on Compensation. (a) If Employee’s employment hereunder shall terminate at the expiration of the Term or for any reason described in Section 3.2(a), 3.2(b), 3.2(c), or 3.3, then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with such termination of employment, except that Employee shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Employee is entitled to reimbursement in accordance with Section 4.4, and (iii) benefits to which Employee is entitled under the terms of any applicable benefit plan or program.
(b) If Employee’s employment hereunder shall terminate by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Sections 3.2(a), 3.2(b) or 3.2(c) hereof, then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with such termination of employment, except that (i) Employee shall be entitled to receive the compensation and benefits described in clauses (i) through (iii) of Section 7.1(a) and (ii) subject to Employee’s delivery, within 50 days after the date of Employee’s termination of employment, of an executed release substantially in the form of the release contained at Appendix A (the “Release”), Employee shall receive the following compensation and benefits from the Company (but no other compensation or benefits after such termination):
(A) the Company shall pay to Employee any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to similarly situated employees who have continued employment with the Company (but in no event later than December 31 following such calendar year);
(B) the Company shall continue to pay to Employee the Base Salary as of the Date of Termination for a period of twelve-months following such date; provided, however, that if Employee is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any such payments that (x) are not short-term deferrals within the meaning of Section 409A of the Code and (y) exceed in the aggregate two times the lesser of Employee’s annualized compensation based upon Employee’s annual rate of pay for services during th...
Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause within 24 Months Following a
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate: (i) at the expiration of the term provided in Section 3.1 after either (x) Executive has given the Company written notice of non-renewal, or (y) the Company has given Executive written notice of non-renewal and provided Executive a Notice of Non-Compete Waiver pursuant to the terms of Section 7.1(c) below, (ii) for any reason described in Section 3.2(a) or 3.2(b), (iii) pursuant to Executive’s resignation for other than Good Reason, or (iv) by reason of Executive’s death, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (1) payment of all accrued and unpaid Base Salary earned to the Date of Termination as well as any Annual Bonus that has been earned pursuant to Section 4.2 for the calendar year ending on or prior to the Date of Termination but remains unpaid as of the Date of Termination (which Annual Bonus, if any, shall be paid in a lump sum at the time provided for payment in Section 4.2), (2) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5, and (3) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate: (i) at the expiration of the term provided in Section 3.1 after the Company has given Executive written notice of non-renewal and not provided Executive a Notice of Non-Compete Waiver pursuant to the terms of Section 7.1(c) below, (ii) pursuant to Executive’s resignation for Good Reason, or (iii) pursuant to a termination by the Company pursuant to Section 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (A) Executive shall be entitled to receive the compensation and benefits described in clauses (1) through (3) of Section 6.1(a), and (B) subject to (x) Executive’s execution and delivery to the Company by the Release Expiration Date (and non-revocation within any time provided to do so) of the Release; and (y) Executive’s abiding by the terms of Articles V and VII, then Executive shall be entitled to receive the payments and benefits set forth in Section 6.1(b)(i), (ii) and (iii) below.
(i) The Company shall pay to Executive a total amount equal to the sum of: (x) 12 months’ worth of ...
Effect of Termination of Employment on Compensation. Impairment and Death, Cause, Resignation without Good Reason and election by Executive not to renew the Initial Term or any Renewal Term
(a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) (Impairment), 3.2(b) (Death), 3.2(c) (Cause), pursuant to Executive’s resignation other than for Good Reason, or by Executive’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to:
(i) payment of all accrued and unpaid Base Salary to the Date of Termination;
(ii) except in the case of a termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates);
(iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5; and
(iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than any severance plan or program).
(b) In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) (Impairment) or
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for any reason other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4, and (iii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate: (1) by action of the Company pursuant to Section 3.2(d) (which, for the avoidance of doubt, does not include those reasons set forth in Sections 3.2(a), 3.2(b) or 3.2(c) or due to the Company’s non-renewal of this Agreement); or (2) due to Executive’s resignation for Good Reason pursuant to Section 3.3(a), then all compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iii) of Section 6.1(a) above; and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment for Cause under Section 3.2(c) or under Section 3.2(a) or 3.2(b), and subject to Executive’s delivery, within 21 days after the Date of Termination, and non-revocation in the time provided to do so, of an executed release in a form attached as Exhibit A (the “Release”), the Company shall pay to Executive an additional amount (but no other additional compensation or benefits after such termination) equal to twelve (12) times the monthly rate of Executive’s Base Salary as of the Date of Termination, which amount shall be paid in one lump sum payment on the date that is thirty (30) days after the Date of Termination (or the first business day thereafter if the thirtieth day is not a business day).
(c) Notwithstanding the time of payment provisions of Section 6.1(b)(ii) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the paym...
Effect of Termination of Employment on Compensation. 5.1 For Cause, Death,
Effect of Termination of Employment on Compensation. Upon termination of Employee’s employment with the Company, then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with such termination of employment, except that Employee shall be entitled to (a) payment of all accrued and unpaid Base Salary to the date of such termination, (b) reimbursement for all incurred but unreimbursed expenses for which Employee is entitled to reimbursement in accordance with Section 3.4, (c) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (d) benefits to which Employee is entitled under the terms of any applicable benefit plan or program.
Effect of Termination of Employment on Compensation. Section 5.1
Effect of Termination of Employment on Compensation. 1Effect of Termination of Employment on Compensation.
