Effect of Termination Without Cause. If the Executive’s employment with the Company is terminated without Cause, the Company shall pay to the Executive an amount equal to the Executive’s Base Salary, based upon the annual rate payable as of the date of termination, without any cost of living adjustments (the “Severance Amount”), which shall be payable as provided below. If the Executive is terminated under this Section 5.4 on or between January 1 and March 14 of any given calendar year during the Term, then the Severance Amount shall be payable for a period of one (1) year from the date of termination on the same terms and with the same frequency as the Executive’s Base Salary was paid prior to termination. If the executive is terminated under this Section 5.4 on or after March 15 and on or before December 31 of any given calendar year during the Term, then the Severance Amount shall be payable on the same terms and with the same frequency as the Executive’s Base Salary was paid prior to termination until March 14 of the following calendar year whereupon the remainder of the Severance Amount shall be paid in a lump sum payment to the Executive.
Effect of Termination Without Cause. Notwithstanding the provisions of Sections 3 and 4 above, the restrictions imposed upon Employee in Sections 3.1, 3.2, and 4.1 of this Agreement during the period following the termination of his employment hereunder shall apply in the event Employee's employment hereunder is terminated by the Company without cause pursuant to Section 1.4(ii) only for a period of one year provided Employee has received and has elected to accept the severance pay under Section 2.6(c).
Effect of Termination Without Cause. If Employee's employment is terminated Without Cause:
(a) Employee shall be entitled to accrued base salary under Section 3.1 and accrued vacation pay, each through the date of termination;
(b) Employee shall be entitled to reimbursement for expenses accrued through the date of termination in accordance with the provisions of Section 4.1 hereof;
(c) Employee shall be entitled to receive all amounts of base salary as would have been payable under Section 3.1 (provided that Employee shall receive not less than twenty-four (24) months of base salary) through the Scheduled Termination Date of the applicable term hereof, which amounts shall be paid upon termination;
(d) Employee shall be entitled to receive all bonuses and benefits as would have been awarded and/or paid under Sections 3.2 and 3.4 hereof through (or as a result of events occurring through) the Scheduled Termination Date, which benefits shall be awarded as and when the same would have been awarded under the Agreement had it not been terminated; and
(e) Except as provided in Article XI, this Agreement shall thereupon be of no further force or effect.
Effect of Termination Without Cause. If Employee’s employment is terminated “Without Cause” pursuant to Section 7.2:
(a) (i) If there is three (3) or more years remaining on the Team of this Agreement at the time of termination, Employee shall be paid in a lump sum amount within thirty (30) days of such termination an amount equal to the product obtained by multiplying the annual base salary then in effect times the number of years (including fractions thereof) remaining on the Term of this Agreement at the time of termination; or (h) if there is less than three (3) years remaining on the Term of this Agreement at the time of Termination, Employee shall be paid in a lump sum amount within thirty (30) days of such termination an amount equal to 2.9 times the base salary as set forth in Section 3.1.
(b) Employee shall be entitled to reimbursement for expenses accrued through the date of termination in accordance with the provisions of Section 4.1 hereof.
(c) Employee shall be entitled to receive all amounts of additional Bonuses under Section 3.2 hereof through the expiration of the Term hereof, which amounts shall be calculated by reference to the average quarterly bonuses received by Employee during the two (2) years immediately prior to such termination, or such shorter period of time if the Commencement Date is less than two (2) years prior to the date of termination.
(d) Employee shall be entitled to receive all benefits as would have been awarded under Section 3.4 hereof through the expiration of the Term hereof; which benefits shall be awarded as and when the same would have been awarded under the Agreement had it not been terminated.
(e) Except as provided in Article XI, this Agreement shall thereupon terminate and cease to be of any further force or effect.
Effect of Termination Without Cause. If Employee’s employment is terminated by the Company at any time before December 31, 2012 other than for Cause (as defined herein below), the Company shall pay to Employee, as severance, his or her gross monthly salary in effect as of the date of such termination (the “Termination Date”), less applicable withholdings and deductions required by law, or otherwise agreed to by the parties (the “Severance Amount”) for a period of eighteen (18) months. The number of months over which the Severance Amount shall be paid shall hereinafter be referred to as the “Severance Period”. The Severance Amount shall be paid in monthly installments during the Severance Period in accordance with the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in a lump sum on the Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, and nonrevocation, of a General Release and Separation Agreement substantially in the form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of said General Release and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon:
(i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude;
(ii) Unlawful conduct on the part of Employee that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in its sole discretion;
(iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability;
(iv) Employee’s willful violation of the Company’s Business Ethics Polic...
Effect of Termination Without Cause. If the Executive’s employment with the Company is terminated without Cause (and is not a Change in Control Termination), the Company shall pay to the Executive an amount equal to the Executive’s Base Salary, based upon the annual rate payable as of the date of termination, without any cost of living adjustments (the “Severance Amount”), which, subject to Section 5.8, Section 6.1 and Section 6.2 hereof, shall be paid by the Company to Executive in regular installments in accordance with the Company’s normal payroll policies then in effect, for a period of one (1) year (the “Severance Period”) following the Executive’s termination of employment, which payments will commence with the first payroll period occurring after the expiration of the Severance Delay Period (the “Initial Payment”) and shall continue for the remainder of the Severance Period. The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period. For purposes of this Agreement, the “Severance Delay Period” shall mean the period beginning on the date of the Executive’s termination of employment and ending on the thirtieth (30th) day thereafter.
Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment, less applicable withholding taxes, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amounts required to be paid to the Executive by the preceding sentence have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefits.
Effect of Termination Without Cause. If the Executive’s employment with the Company shall be terminated by the Company without Cause during the Term of this Agreement: (i) the Company shall pay to the Executive the Base Salary earned through the Termination Date; and (ii) the Company shall pay to the Executive an amount equal to the Executive’s Base Salary, as in effect on the Termination Date, payable for a period of one (1) year from the Termination Date and on the same terms and with the same frequency as the Executive’s Base Salary was paid prior to such termination. In addition to such Base Salary continuation, if the Executive’s employment with the Company is terminated by the Company without Cause, then Executive shall be entitled to receive any bonus payment described in Section 4.2 previously earned by the Executive (but not paid), payable as provided in Section 4.2. For the avoidance of doubt, no bonus payment shall be “earned” within the meaning of the previous sentence unless the performance period applicable to such bonus has fully elapsed.
Effect of Termination Without Cause. If Employee's employment is terminated "Without Cause":
(a) Employee shall be entitled to accrued base salary under Section 3.1 hereof through the date of termination.
(b) Employee shall be entitled to receive all benefits as would have been awarded under Section 3.4 hereof through the date of termination, which benefits shall be awarded as and when the same would have been awarded under the Agreement had it not been terminated.
(c) Employee shall be entitled to reimbursement for expenses accrued through the date of termination in accordance with the provisions of Section 4.1 hereof.
(d) Employee shall be entitled to receive all amounts of incentive compensation as would have been payable under Section 3.2 hereof through the original term of the Agreement, which amounts shall be paid as and when the same would have been paid under the Agreement had it not been terminated.
(e) All unvested Option Shares under Section 3.3 hereof shall immediately vest in full.
(f) Except as provided in Article XI, this Agreement shall thereupon terminate and cease to be of any further force or effect.
Effect of Termination Without Cause. If the Participant’s Service is terminated by the Company without Cause, or the Participant terminates his or her Service with Good Reason, and the Participant is a party to an employment or other similar agreement that sets forth the treatment of a performance vesting award upon such a termination of Service, then the treatment of this Stock Unit Award will be as set forth in such employment or other similar agreement. If the Participant’s Service is terminated by the Company without Cause, or the Participant terminates his or her Service with Good Reason, and the Participant is a party to an employment or other similar agreement that does not set forth the treatment of a performance vesting award upon a termination without Cause or with Good Reason, the treatment of the Participant’s Stock Unit Award will be determined in the same manner as Section 4. For purposes of this section, “Cause” and “Good Reason” shall have the meaning given to such term in the Participant’s employment or other similar agreement.
