Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's D...
Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.
(i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts:
(A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and
(B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination;
(ii) the Company shall, at its sole expense as incurred, with payment made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Termination; and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliat...
Good Reason; Without Cause. In the event the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason and subject to the receipt by the Corporation of an originally executed “waiver and release” (in the form as attached hereto as Exhibit “A”) within 5 days of the Date of Termination, the Corporation shall provide to the Executive the following:
(i) a payment equivalent to (x) one month per year of service, to a maximum of 18 months (the “Notice Period”), of the Executive’s Base Salary plus (y) 50% of the Executive’s eligible target annual bonus amount for the then-current year to be paid in equal installments in the form of salary continuation during the Notice Period in accordance with the Corporation’s regular payroll practices;
(ii) the sum of (1) the Executive’s Base Salary through the Date of Termination to the extent unpaid, (2) any Annual Bonus which has been accrued and earned from the previous fiscal year but unpaid, to be paid in equal installments for the length of the Notice Period practices, (3) any accrued and unused vacation pay owing to the Date of Termination and (4) 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), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and
(iii) the Executive and any eligible dependants shall continue to participate in Corporation’s Benefit Plans for the length of the Notice Period, to the extent permitted by the insurer and in accordance with the terms of such plans.
Good Reason; Without Cause. In the event of a termination of this Agreement by Executive for Good Reason or by Company without Cause (and excluding terminations due to death or Disability): a. Company shall pay to Executive all accrued salary, vacation time, and benefits under any applicable benefit plans of Company through the Date of Termination; b. upon the execution by Executive of a release substantially in the form of Exhibit B attached hereto, Company shall pay to Executive severance pay in an amount equal to his then base salary payable in the manner as though the termination had not occurred such severance pay to continue until the fifth anniversary of the Effective Date of this Agreement or one year from the Date of Termination, whichever is longer (see Section 8 below regarding termination of severance pay); c. Company shall promptly deliver to Executive any accrued Vested Shares as described in Sections 4.5 and 4.6;
Good Reason; Without Cause. In the event of termination of Executive's employment (i) by the Company other than for Cause, or (ii) by Executive for Good Reason, then the Executive shall receive the following:
Good Reason; Without Cause. If, during the Change of Control 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 the aggregate of the following amounts:
A. the sum of (1) the Executive’s salary through the Date of Termination to the extent not theretofore paid, (2) the Executive’s bonus, if any, for the fiscal year immediately preceding the Date of Termination to the extent not therefore paid, such bonus to be the amount, if any, determined by the Board or, if no such determination has been made prior to the Date of Termination, the Executive’s target bonus for such fiscal year, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any unused annual vacation pay, in each case to the extent not theretofore paid; and
B. an amount equal to the sum of (1) the Executive’s annual base salary as in effect immediately prior to the Effective Date or the Date of Termination, whichever is greater, and (2) the Executive’s target bonus for the fiscal year in which the Date of Termination occurs or, if no such target bonus has been established, the target bonus most recently established for the Executive; and
(ii) the Company shall provide medical, dental and life insurance coverage for the Executive and his current spouse and eligible dependents until the first to occur of (A) the first anniversary of the Date of Termination or (B) the Executive accepting full-time employment.
Good Reason; Without Cause. If this Agreement shall be terminated either (i) by the Executive for Good Reason or (ii) by the Company Without Cause:
(a) The Company shall pay to the Executive, in a lump sum in cash within three (3) business days after the Date of Termination, an amount equal to the sum of:
(i) if not theretofore paid, the Executive’s base salary (as in effect on the Date of Termination) through the Date of Termination;
(ii) if not theretofore paid, any accrued but unpaid vacation pay,
(iii) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company, if any; and
(iv) a severance payment equal to 2.99 times the Executive’s “base amount” with the meaning of Section 280G(b)(3) and 280G(d) of the Code. In the event that Section 280G of the Code is amended, replaced or supplemented by other provisions which would reduce the amount of such severance payment, or if Section 280G is no longer in effect for any reason, then the term “base amount” for purposes of this Agreement shall mean the five (5)-year average of all compensation includible in the Executive’s gross income from Company sources for the most recent five (5) years ending prior to the Date of Termination. The Company shall include with such payment a schedule showing its derivation and calculations for the above amounts.
(i) If the Agreement shall be terminated by the Executive because of Good Reason other than the occurrence of a Change of Control, or by the Company without Cause, then during the 18-month period commencing on the Date of Termination; and, (ii) if the Agreement shall be terminated by the Executive for Good Reason which is a Change of Control, then during the 36-month period commencing on the Date of Termination, in each case, the Company shall continue benefits (other than disability benefits), at the Company’s expense, to the Executive and/or the Executive’s family under the Company’s then existing Employee Health and Welfare Plans for such periods, as applicable, in each case at least equal to those which would have been provided to them under Section 4.4 hereof if the Executive’s employment had not been terminated. If (i) the terms of any Employee Health and Welfare Plan precludes the Executive’s continued participation in that plan, (ii) the Executive’s continued participation in any in any particular Employee Health and Welfare Plan could reasonably be expected to disqualify that plan under any applica...
Good Reason; Without Cause. In the event that Executive's employment is terminated by the Company without Cause for a reason other than death or Disability, or Executive shall resign for "Good Reason", as defined below, then, in such event:
Good Reason; Without Cause. If Executive terminates his employment with the Company on or after the occurrence of a Change in Control with Good Reason pursuant to Section 2.2(a) hereof, or if the Company terminates Executive's employment with the Company without Cause on or after the occurrence of a Change in Control pursuant to Section 2.2(a) hereof, the Company shall pay the aggregate of the following amounts to Executive in one lump sum within thirty (30) days after the date of such termination:
(i) to the extent not theretofore paid, Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination, if any) through the date of termination; and
(ii) to the extent not theretofore paid, any bonus earned by Executive (but prior to giving effect to any reduction therein which precipitated such termination, if any) through the date of termination; and
(iii) an amount equal to (a) the sum of two (2) times Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination, if any); provided; however, that in the event Executive resigns or is terminated pursuant to this Section 2.3(b) following a Change in Control, Executive shall receive an amount equal to Executive's Base Salary through the Term of this Agreement and (b) an amount equal to the last bonus paid to the Executive before his employment terminates, multiplied by a fraction, the numerator of which is the number of days that elapse between January 1 of the year in which his employment terminates and the date his employment terminates, and the denominator of which is three hundred sixty-five (365);
(iv) in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and accrued vacation pay, if any, not yet paid by the Company; and
(v) in accordance with the terms of each such plan, program, arrangement or policy, all other amounts or benefits owing or accrued to, vested in, or earned by Executive through the date of termination under the then existing or applicable plans, programs, arrangements, and policies of the Company and its affiliates, including, but not limited to, all Additional Compensation; and
(vi) any and all other Accrued Obligations not otherwise described in this Section 2.3(b).
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause: the Company shall pay to the Executive, in a lump sum cash payment within 30 days after the Date of Termination, the aggregate of the following amounts: if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination; an amount equal to the largest Annual Bonus paid to the Executive out of the last three (3) fiscal years preceding the Date of Termination; and in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company (unless such payment is inconsistent with the terms of any payment election made by the Executive with respect to such deferred compensation). the Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses) paid or incurred by the Executive which would have been
