Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”);
B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”);
C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”);
D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and
E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”).
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Good Reason or Without Cause. (i) If Employee's employment is terminated by Employee for Good Reason as specified in Section 7(c) hereof, or if Employee's employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Employee the full amount of Employee's base salary and other compensation earned prior to the Date of Termination; and (B) the Company shall pay Employee an amount (the "Termination Payment") equal to the product of the Employee's current monthly base salary multiplied by the greater of (x) twelve (12) months or (y) the number of full months remaining in the Term of this Agreement. The Company may elect to pay the Termination Payment (i) in monthly installments, beginning thirty (30) days after the Date of Termination and payable thereafter on the date of the last regularly scheduled payroll for each month, or (ii) in one lump sum payment, due and payable thirty (30) days after the Date of Termination, in an amount equal to the present value of all such monthly payments calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder.
(ii) If prior to a Change in Control of the Company (as defined below) (and if Section 8(d)(iii) hereof does not apply), Employee's employment is terminated by Employee for Good Reason or by the Company without Cause, the Company shall maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents for one (1) year after the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), the employee fringe benefit plans and programs relating to medical, dental, health and life insurance in which Employee was entitled to participate immediately prior to the Date of Termination, if Employee's continued participation is permitted under the general terms and provisions of such plans and programs and applicable law, but not including the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan.
(iii) If (A) Employee's employment is terminated by the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such Change in Control or (B) Employee's employment is terminated by the Company without Cause or by Employee w...
Good Reason or Without Cause. More Than Six Months Prior to a Change in Control or More Than Two Years Following a
Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than forty-five (45) days after the Date of Termination, if, during the Term of this Agreement, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason:
Good Reason or Without Cause. If Xx. Xxxx'x employment is terminated by Xx. Xxxx for Good Reason as specified in Section 7(c) hereof, or if his employment is terminated by the Company without Cause as specified in Section 7(e), the Company shall pay Xx. Xxxx the full amount of his base salary and other compensation earned prior to the Date of Termination. The Company shall also pay Xx. Xxxx, within thirty (30) days after his termination, a lump sum payment equal to three (3) (or the number of years left in the Term of this Employment Agreement, whichever is greater) times his current base salary. Such lump sum amount shall be calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder, and by assuming that Xx. Xxxx'x annual salary in effect on the Date of Termination would continue for the remainder of the Term of Employment, or for a period of three (3) years, whichever is longer.
Good Reason or Without Cause. Notwithstanding Section 2(h), if, during the Performance Period, but before the payment of any Performance Shares as set forth in Section 5, your employment with Gentex is terminated: (a) by reason of death, or Disability, or a Change in Control otherwise occurs, you will be entitled to receive the number of Performance Shares as determined in Section 2 at the conclusion of the Performance Period as if you had remained employed at Gentex through the end of the Performance Period, based on actual performance while employed and based on the assumption that Target performance was met for the remaining years of the Performance Period; or (b) by Retirement, resignation with Good Reason, or without Cause, you will be entitled to receive the number of Performance Shares as determined in Section 2 at the conclusion of the Performance Period as if you had remained employed at Gentex through the end of the Performance Period, based on the actual performance while employed. In the event of termination of employment with Gentex or any Subsidiary in any other manner during the Performance Period, you will forfeit all Performance Shares.
Good Reason or Without Cause. If, during the Term, the Company shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason:
(i) the Company shall pay to the Executive in cash the aggregate of the following amounts:
A. in a lump sum within 10 days after the Date of Termination, the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the Severance Bonus defined below and (y) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid. For purposes of this Agreement, the term "Severance Bonus" means the greater of (I) the Executive's average Annual Bonus over the two calendar years preceding the Date of Termination and (II) the Executive's Target Bonus, unless the Executive terminates his employment for the reason set forth in Section 4(c)(ii), in which case the Severance Bonus shall be $2,200,000. For the purpose of calculating the Executive's average Annual Bonus hereunder, $1,300,000 shall be the Executive's Bonus for calendar year 2003; and
Good Reason or Without Cause. If the Bank terminates the Employee’s employment without Cause or the Employee resigns for Good Reason and such termination or resignation has not occurred within twelve (12) months following a Change of Control, then in either event:
(i) Employee shall be paid for the remainder of the then current term of this Agreement, at such times as payment was theretofore made, the salary required under Section 4 of this Agreement (taking into account any salary increases) had such termination not occurred. Notwithstanding the foregoing or the timing of payment established in Section 12(a)(iii), if the Employee is a “Key Employee”, as hereafter defined, payments under this Section 12(a)(i) and Section 12(a)(iii), to the extent considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall commence or be paid on the first day of the month following the six-month anniversary of the Employee’s termination or resignation. The initial payment made under the preceding sentence shall include amounts that would have been paid under this Section 12(a)(i) and Section 12(a)(iii) through the date of such initial payment had the Employee not been a Key Employee; and
(ii) The Bank shall maintain in full force and effect for the continued benefit of the Employee for the remainder of the then current term of this Agreement all employee welfare benefit plans and programs or arrangements in which the Employee was entitled to participate immediately prior to such termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that Employee’s participation in any such plan or program is barred, the Bank shall arrange to provide the Employee with benefits substantially similar to those which the Employee was entitled to receive under such plan or program. Payments under this Section 12(a)(ii) that do not constitute (i) welfare benefits exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations thereunder (the “409A Regulations”) or (ii) reimbursed medical expenses exempt under 409A Regulations Section 1.409A-1(b)(9)(v)(B) shall be limited in the aggregate to the applicable dollar amount under Code Section 402(g)(1)(B) for the year of the separation from service. In addition, any benefits provided to a Key Employee under this Section 12(a)(ii) that are considered deferred compensation subject to Cod...
Good Reason or Without Cause. (i) If Xx. XxXxxxxxx'x employment is terminated by Xx. XxXxxxxxx for Good Reason as specified in Section 7(c) hereof, or if his employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Xx. XxXxxxxxx the full amount of his base salary and other compensation earned prior to the Date of Termination; and (B) the Company shall pay Xx. XxXxxxxxx, within thirty (30) days after the Date of Termination, a lump sum payment equal to the present value of three (3) (or the number of years left in the Term of this Agreement, whichever is greater) times his current annual base salary. Such lump sum amount shall be calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder.
(ii) If prior to a Change in Control of the Company (as defined below), Xx. XxXxxxxxx'x employment is terminated by Xx. XxXxxxxxx for Good Reason or by the Company without Cause, the Company shall maintain in full force and effect for the continued benefit of Xx. XxXxxxxxx and his eligible dependents for three (3) years after the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), employee fringe benefit plans and programs such as medical, dental, health and life insurance in which Xx. XxXxxxxxx was entitled to participate immediately prior to the Date of Termination, if Xx. XxXxxxxxx'x continued participation is permitted under the general terms and provisions of such plans and programs and applicable law, but not including the Key Executive Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan.
(iii) If (A) Xx. XxXxxxxxx'x employment is terminated by the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such Change in Control or (B) Xx. XxXxxxxxx'x employment is terminated by the Company without Cause or by Xx. XxXxxxxxx with Good Reason within one (1) year following a Change in Control of the Company, the Company shall pay Xx. XxXxxxxxx the compensation and fringe benefits set forth in clauses (i) and (ii) above, and in addition, for three (3) years following the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), Xx. ...
Good Reason or Without Cause. If, during the Term, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason:
(i) the Company shall pay to the Executive in cash the aggregate of the following amounts:
(A) in a lump sum within 10 days after the Date of Termination the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the Severance Bonus defined below and (y) a fraction, the
