Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following:
(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full;
(ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and
(iii) A lump sum payment equal to two times the average of the Annu...
Involuntary Termination by the Company without Cause. The Board may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth...
Involuntary Termination by the Company without Cause. The Company may involuntarily terminate Employee’s employment under this Agreement at any time without Cause upon delivery of written notice to Employee. Subject to the provisions of Section 1(g) hereof (concerning a termination in connection with a Change in Control (as defined in Section 1(g)), if Employee’s employment is terminated involuntarily by the Company without Cause pursuant to this Section 1(b), the Company shall:
(i) pay Employee all compensation and benefits accrued, but unpaid, up to the effective date of termination of Employee’s employment;
(ii) pay Employee, within thirty (30) days after the effective date of termination of Employee’s employment, a lump sum amount equal to twelve (12) months of Employee’s base salary in effect as of the effective date of termination of Employee’s employment;
(iii) pay Employee, within thirty (30) days after the effective date of termination of Employee’s employment, a lump sum pro rata portion of Employee’s target incentive bonus for the calendar year in which Employee’s employment is terminated as provided in this Section 1(b), such portion to be based on the number of full months for which Employee was employed during the year of termination;
(iv) maintain Employee’s group medical coverage until the earlier of (A) the end of a period of twelve (12) months following the effective date of such termination, or (B) until such time as comparable medical coverage is obtained by Employee; and
(v) allow all vested options or other incentive securities to be exercised pursuant to the terms of the option agreement or other agreements under which such options or other incentive securities were granted.
Involuntary Termination by the Company without Cause. The Board may terminate the Executive's employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 7.1.
Involuntary Termination by the Company without Cause. The Company may terminate the Executive’s employment, at any time, for any reason other than death, Disability, Retirement, or for “cause”, by providing the Executive with at least forty-five (45) days written notice.
(a) The Company’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause.
(b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twenty-four (24) month period an amount equal to the product of two (2) times both the Executive’s Base Salary and the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s Effective Date of Termination occurs. The Company shall also pay to the Executive the amount equal to a pro rata share of the Executive’s target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation of which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)). In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for two (2) full years following the Executive’s termination of employment; provided, however, that the applicable COBRA “period of coverage” under any plan subject to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination.
(c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000).
(d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (...
Involuntary Termination by the Company without Cause. At all times prior to six (6) full calendar months before the effective date of a Change in Control, or at any time more than two (2) years after the effective date of a Change in Control, the Board may terminate the Executive's employment, as provided under this Agreement, at any time, for reasons other than death or Disability, or for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall pay to the Executive a lump-sum cash payment equal to the greater of: (a) the Base Salary then in effect for the remaining term of this Agreement (assuming no additional extensions of this Agreement's term beyond that in effect as of the effective date of termination), together with continuation of health and welfare benefits for the remaining term of this Agreement; or (b) one (1) full year of his Base Salary in effect as of the effective date of termination, plus a one (1) year continuation of health and welfare benefits.
Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice President, the Company may terminate the Senior Vice President’s employment at any time for any reason other than for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice.
(a) In the event of the Senior Vice President’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President shall receive the following payments and benefits:
(i) The Company shall pay to the Senior Vice President, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice President’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice President’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination.
(ii) The Senior Vice President’s participation in the Company’s health, dental, and vision plans will end on the last day of the month in which the Date of Termination occurs. The Senior Vice President may elect to continue coverage under the health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Senior Vice President elects COBRA coverage, the Senior Vice President shall be responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President elects COBRA coverage, the Company shall reimburse the Senior Vice President for a portion of the cost of such coverage until the end of the COBRA coverage period, up to a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Senior Vice President had remained an active employee of the Co...
Involuntary Termination by the Company without Cause. At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice.
(a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties.
(b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive:
(1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs;
(2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Employment Date;
(3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a number of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a correspondin...
Involuntary Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause (which shall constitute an Involuntary Employment Action) upon thirty days prior written notice and, in such event, the Term shall terminate. During such thirty-day notice period, the Company may require that the Executive cease performing some or all of the Executive’s duties and/or not be present at the Company’s or its Affiliates’ offices and/or other facilities.
Involuntary Termination by the Company without Cause. In the event that your employment with the Company or an Affiliate is involuntarily terminated by the Company or such Affiliate without Cause, provided that you execute and do not revoke a separation agreement and release as offered to you by the Company within the time period(s) specified in the separation agreement, then the Standard Terms will continue to apply to your Covered Award as if you remained in active employment.
