For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason:
(1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”).
(2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus:
(A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and
(B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized.
(3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). ...
For Good Reason or Without Cause. If the Company terminates your employment without Cause or you terminate your employment for Good Reason:
(1) The Company will pay you the following as of the end of your employment: (A) your unpaid Salary, (B) your Salary for any accrued but unused vacation and (C) any accrued expense reimbursements (together, your “Accrued Compensation”). In addition, the Company will timely pay you any other amounts and provide you any benefits that are required, or to which you are entitled (in each case as an active employee for any period before the effectiveness of early termination of your employment and as a terminated employee after effectiveness), under any plan or contract of the Company or the Group (together, the “Other Accrued Benefits”).
(2) The Company will pay you your Accrued Bonus. Your “Accrued Bonus” means the sum of (A) any unpaid but vested Bonus for the fiscal year ending before Termination Notice is given and (B) any excess of (i) your target Bonus for the fiscal year in which Termination Notice is given multiplied by the number of days of your employment since the fiscal year ending before Termination Notice is given divided by 365 over (ii) any Bonus paid to you for a fiscal year ending after Termination Notice is given.
For Good Reason or Without Cause. (i) This Agreement may be terminated prior to the end of the Term by the Employee for Good Reason (as hereinafter defined) or at the option of the Company without Cause, effective as of the date on which the Employee gives notice to the Company that he is terminating his employment pursuant to this Section 6(d) or as of the date on which the Company gives notice to the Employee that it is terminating his employment pursuant to this Section 6(d).
(ii) The term “Good Reason” means either of the following two events:
For Good Reason or Without Cause. If the Executive’s employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability or death, or (b) by the Executive for Good Reason, the Corporation shall pay to the Executive, not later than 30 days following the Date of Termination:
(A) The Executive’s full base salary through the Date of Termination;
(B) In lieu of any further payments of salary to the Executive after the Date of Termination, notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum cash severance payment (the “Severance Payment”) equal to the sum of (a) the Executive’s base salary at the rate in effect on the Termination Date or, if greater, the Executive’s base salary in effect on the date of the Change in Control and (b) an amount equal to the Executive’s target bonus opportunity in effect at the Termination Date or, if greater, the Executive’s target bonus opportunity in effect on the date of the Change in Control. In addition to the payments provided for in (A) and (B) above, if the Executive’s employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability or death, or (b) by the Executive for Good Reason, and provided that the Executive timely elects to continue benefits under COBRA, the Corporation shall make available to the Executive and the Executive’s spouse and other dependents (who otherwise qualify for coverage under the Corporation’s programs), for a period of twelve (12) months following such termination of employment, at the same cost such benefits are provided to active full-time employees of the Corporation or any Affiliate of the Corporation (including co-pays, coinsurance and deductibles), all medical, prescription drug, dental and vision benefits provided to such full-time employees. Notwithstanding any provision contained herein, if, on the Date of Termination, the Executive is a “specified employee” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and as determined under the Corporation’s policy for determining specified employees, the Severance Payment and any other amount or benefit under this Agreement that is subject to Section 409A of the Code shall not be paid or provided (or commence to be paid or provided) until the first business day ...
For Good Reason or Without Cause. (1) At any time during the term of this Agreement and subject to the conditions set forth in Section 13(d)(2) below the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive, without Executive's consent, of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the Executive, without Executive's consent, of a title that is different from and subordinate to the title President and Chief Executive Officer and/or Chairman of the Board of the Company; or (C) material breach by the Company of this Agreement.
For Good Reason or Without Cause. If the Executive's employment is terminated by the Corporation for any reason other than for Cause, Disability, or death, or by the Executive for Good Reason, in either case at any time during the Effective Period, then:
(A) The Corporation shall pay to the Executive, not later than 30 days following the Date of Termination, the Executive's accrued but unpaid base salary through the Date of Termination plus compensation for current and carried-over unused vacation and compensation days in accordance with the applicable personnel policy.
(B) In lieu of any further payments of salary to the Executive after the Date of Termination, the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum cash severance payment (the "Severance Payment") equal to the greater of (i) the total compensation (including bonus) paid to or accrued for the benefit of the Executive by the Corporation for services rendered during the calendar year ending prior to the date on which a Change in Control of the Corporation occurred or (ii) the total compensation (including bonus) paid to or accrued for the benefit of the Executive by the Corporation for services rendered during the twelve-month period immediately preceding the Date of Termination.
For Good Reason or Without Cause. If the Executive's employment is terminated by the Corporation for any reason other than for Cause, Disability, or death, or by the Executive for Good Reason, in either case at any time during the Effective Period, then:
(A) The Corporation shall pay to the Executive, not later than 30 days following the Date of Termination, the Executive's accrued but unpaid base salary through the Date of Termination plus compensation for current and carried-over unused vacation and compensation days in accordance with the applicable personnel policy.
(B) In lieu of any further payments of salary to the Executive after the Date of Termination, the Corporation shall pay to the Executive, not later than thirty
For Good Reason or Without Cause. If the Executive’s employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability, or death, or (b) the Executive for Good Reason, the Corporation shall pay to the Executive, not later than 30 days following the Date of Termination:
(A) The Executive’s accrued but unpaid base salary through the Date of Termination;
(B) In lieu of any further payments of salary to the Executive after the Date of Termination, notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum cash severance payment (the “Severance Payment”) equal to the greater of (i) the total compensation (including bonus) paid to or accrued for the benefit of the Executive by the Corporation for services rendered during the fiscal year immediately preceding the fiscal year in which the Change in Control occurred or (ii) the total compensation (including bonus) paid to or accrued for the benefit of the Executive by the Corporation for services rendered during the twelve-month period immediately preceding the Date of Termination. Notwithstanding any provision contained herein, if the Executive is a “specified employee” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and as determined under the Corporation’s policy for determining specified employees, on the Date of Termination, the Severance Payment and any other amount under this Agreement that is subject to Section 409A of the Code shall not be paid until the first business day of the seventh month following the Date of Termination (or, if earlier, the Executive’s death). The payment made following this postponement period shall include the cumulative amount of any amounts that could not be paid during such period.
For Good Reason or Without Cause. (1) At any time during the Employment Period and subject to the conditions set forth in Section 11(d)(2) below, the Company shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Cause by providing written notice to the Executive and the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent:
For Good Reason or Without Cause. (1) At any time during the term of this Agreement and subject to the conditions set forth in Section 11(d)(2) below, the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board and Chief Executive Officer); (B) the assignment to the Executive of a title that is different from and subordinate to the title Chief Financial Officer of the Company, provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or (C) material breach by the Company of this Agreement.
