Effect of Termination Without Cause or for Good Reason. Upon the termination of this Agreement pursuant to subsection 5(b) hereof by Employer without Cause or by Executive for Good Reason, Executive shall be entitled to payment of: (i) Base Compensation (at the rate in effect on the date of such termination) and all benefits under Section 4(c) hereof for 24 months; and (ii) amounts accrued under benefit plans in which Executive is a participant as of such termination date..
Effect of Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated without Cause or for Good Reason (and is not a Change in Control Termination, as defined below), in either case, subject to Section 5.7 and the Executive’s continued compliance with Section 6.1 and Section 6.2 hereof, the Company shall pay to the Executive an amount in cash 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 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 following the Executive’s termination of employment (the “Severance Period”), 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 or for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause, or Executive resigns her employment for Good Reason, then, subject to Executive’s execution and non-revocation of a release of all claims mutually acceptable to Executive and Company in a form prepared by the Company and reasonably acceptable to Executive within ten (10) days of the termination of her employment (the “Release”), Executive shall be entitled to the following lump sum payments and employee benefits (but no others) within ten (10) days of termination: (A) Executive’s Base Salary for six (6) months following the date of termination (or, if applicable, the date the Agreement expires without renewal for a Renewal Term); (B) a Yearly Bonus, prorated based on the number of days of Executive’s service during such fiscal year to the extent the goals established by the Committee applicable to such Bonus are attained, treating any personal performance criteria applicable to the Bonus as maximally attained (such prorated Yearly Bonus to be paid at the time that would have applied had Executive’s employment hereunder continued) (the “Pro Rata Bonus”); (C) payment in a lump sum of any accrued but unpaid Yearly Bonus for performance in the fiscal year ended prior to the termination date (any such bonus, a “Prior Bonus”); and (D) the Accrued Obligations.
Effect of Termination Without Cause or for Good Reason. The Company's Lapsing Repurchase Right shall terminate, and the Officer's ownership of all Shares then owned by him shall become vested, if the Company terminates the Officer's employment other than for Cause or if the Officer terminates his employment with the Company for Good Reason; provided that the Officer shall deliver to the Company a valid release of all claims against the Company.
Effect of Termination Without Cause or for Good Reason. Subject to the terms herein, the unvested portion of the Award will become fully vested and no longer subject to forfeiture if:
(a) your employment is terminated by the Company without Cause (as defined below) or you terminate employment with the Company under circumstances constituting Good Reason (as defined below) outside of a Change of Control (as defined below) or
(b) your employment is terminated by the Company without Cause or you terminate employment with the Company for Good Reason (i) on the day of or during the 12-month period immediately following the consummation of a Change of Control or (ii) during the 90-day period prior to the consummation of a Change of Control but at the request of any third party participating in or causing the Change of Control or otherwise in connection with the Change of Control. Notwithstanding the foregoing, in accordance with the terms of your Employment Agreement, vesting of the Award under this Section 2.2 is expressly conditioned on (x) your signing and delivering (and not revoking thereafter) a Release (as defined below) to the Company, which release must be executed, delivered and effective no later than 60 days following the date of your termination of employment and (y) your continuing to satisfy your obligations to the Company under the terms of your Employment Agreement and the Release. Subject to execution (and non-revocation) of the Release, any portion of the Award that is entitled to accelerated vesting under this Section 2.2 will be treated as vested and no longer subject to forfeiture on the date of effectiveness of the Release; provided, however, that if the period during which you can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then vesting of the portion of the Award entitled to accelerated vesting will occur on the later of (1) the date your Release becomes effective and non-revocable and (2) the first day of such subsequent year. Delivery of any such Shares is further subject to Section 7 of the Employment Agreement entitled "Section 280G" to the extent applicable.
Effect of Termination Without Cause or for Good Reason. In the event Executive’s employment is terminated by Employer without Cause or in the event Executive terminates her employment for Good Reason, then subject to applicable withholding taxes and other standard employee-related deductions, (a) Employer shall pay Executive the amount of any unpaid Base Salary earned by Executive through the Termination Date, (b) Employer shall pay to Executive any additional amounts and/or benefits payable to or in respect of Executive under and in accordance with the provisions of any employee plan, program or arrangement under which Executive is covered immediately prior to termination or expiration of Executive’s employment, (c) Employer shall pay Executive (i) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the Termination Date occurs and (ii) a pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs based on the number of days the Executive was employed in such fiscal year, in both cases payable at the same time as such payments would have been made if Executive had remained employed by Employer through the date of payment (in the case of payments under (c)(i), in the calendar year of death or disability, and in the case of payments under (c)(ii), in the calendar year following the year of death or disability), (d) the Employer shall continue to pay to Executive her Base Salary, at the rate being paid as of the Termination Date, for the earlier of twelve (12) months or until Executive secures other employment which pays the Executive a base salary equal to or greater than her Base Salary as of the Termination Date (such period, the “Severance Period”); provided, however, that in the event Executive obtains other employment which pays the Executive a base salary less than her Base Salary as of the Termination Date, then Executive’s severance payments shall immediately become subject to offset by the amount of Executive’s base salary and guaranteed incentive compensation, if any, from such other employment, (e) if Executive is, as of the Termination Date, enrolled in Vince’s medical and dental plans, the Employer will continue to provide medical and dental coverage in accordance with the Employer’s plans that are then in place until the end of the Severance Period, and (f) subject to the terms and conditions of Executive’s grant agreement and the Plan Executive may retain any vested options. In order to comply with Section 409A, the payments to be made to ...
Effect of Termination Without Cause or for Good Reason. Upon termination of this Agreement pursuant to subsection 5(b) hereof by Employer without Cause or by Employee for Good Reason, Employee shall be entitled to payment of: (i) Base Compensation for the remainder of the term of employment (payable promptly following the Termination Date) and all benefits under Section 4(c) hereof for the remainder of the Term; and (ii) amounts accrued under benefit plans in which Employee is a participant as of such termination date; provided, however, that upon any such event, Employee shall have a good faith duty to mitigate the amounts and benefits due to him under this subsection 5(d).
Effect of Termination Without Cause or for Good Reason. The Company may terminate Employee's employment by the Company at any time, without cause, by giving 30 days written notice to the Employee. If the Company terminates under Section 3, it shall pay to Employee an amount equal to 12 months base salary, payable monthly, less applicable withholdings; and shall continue coverage of Employee and Employee's dependents under its medical plans an other benefit arrangements for 12 months or until Employee secures other employment (unless continuation of coverage under such plans is unfeasible, in which event the Company will provide substantially similar benefits). If Employee resigns for Good Reason (as defined in Section 4.c below), Employee shall be entitled to the same severance benefits as described in the preceding sentence; provided, however, that Employee shall be entitled to the severance benefits set forth in Section 4.e if Employee resigns for Good Reason within 12 months after a Change in Control (as defined in Section 4.b below).
Effect of Termination Without Cause or for Good Reason. Upon the termination of this Agreement pursuant to subsection 5(b) hereof by Employer without Cause or by Executive with Good Reason, Employer shall:
(i) pay Executive his full base salary through the Termination Date at the rate in effect at the time a Termination Notice is given, and such bonus (if any), with respect to the immediately preceding fiscal year then ended (provided same has not already been paid) which has been earned by Executive pursuant to Employer's bonus program then in effect;
(ii) pay Executive for all amounts accrued and unpaid under benefit plans (excluding bonus plans) in which Executive is a participant as of the Termination Date;
(iii) pay Executive his full base salary at the rate in effect at the time a Termination Notice is given for a period of two years from the Termination Date in accordance with Employer's customary payment practices plus the pro rata portion of a bonus, if any, with respect to the then current bonus period applicable to Executive to which the Executive would otherwise be entitled but for the termination of Executive's employment; and
(iv) maintain in full force and effect for the continued benefit of Executive for a period of two years from the Termination Date all employee benefit plans relating to hospitalization, medical, life insurance, accident insurance and disability programs or arrangements in which Executive was entitled to participate and in which he was participating immediately before the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions for such plans and programs. In the event that Executive's participation in any such plan or program is barred or otherwise impractical, Employer shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans and programs immediately prior to the Termination Date.
Effect of Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated without Cause or for Good Reason (and is not a Change in Control Termination, as defined below), in either case, subject to Section 5.7 and the Executive’s continued compliance with Section 6 hereof, the Company shall pay to the Executive an amount in cash 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 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 following the Executive’s termination of employment (the “Severance Period”), which
