Involuntary Termination other than for Cause. If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's te...
Involuntary Termination other than for Cause. If as a result of a Change of Control and within twelve (12) months of a Change of Control Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the Company shall pay or otherwise provide to Executive the severance benefits described in Section 9(a)(ii) hereof.
Involuntary Termination other than for Cause. Death or Disability Prior to a Change of Control or after Twelve Months Following a
Involuntary Termination other than for Cause. In the event that Executive's employment with the Company as set forth in this Agreement is involuntarily terminated by the Company without "Cause" (as defined below), then promptly following such termination of employment, Executive shall (i) receive a lump-sum payment equal to 100% of the Base Salary (less applicable withholding), (ii) receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with established Company plans and policies (less applicable withholding), (iii) be entitled to immediate 100% vesting of any Company stock options, and (iv) receive such other compensation or benefits from the Company as may be required by law (for example, under Section 4980B of the Code).
Involuntary Termination other than for Cause. Voluntary Termination for Good Reason or Death or Disability During the Change of Control Period. If within the period commencing three months prior to a Change of Control and ending on the later of (A) twelve (12) months following a Change of Control, or (B) one month following the latest of the originally scheduled one-year, two-year or four-year cliff vesting date on any of Employee’s Company stock options held by Employee immediately prior to a Change of Control (the “Change of Control Period”), (i) the Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for “Good Reason” (as defined herein) or (ii) the Company (or any parent or subsidiary of the Company) terminates the Employee’s employment for other than “Cause” (as defined herein), or (iii) the Employee dies or terminates employment due to becoming Disabled (as defined herein) and the Employee, except in the case of death, signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”), then the Employee shall receive the following severance from the Company:
Involuntary Termination other than for Cause. Death or Disability Prior to a Change of Control or after Twelve Months Following a Change of Control. If, prior to a Change of Control or after twelve (12) months following a Change of Control, the Company (or any parent or subsidiary of the Company employing Employee) terminates Employee’s employment with the Company (or any parent or subsidiary of the Company) without Employee’s consent and for a reason other than (x) Cause, (y) Employee becoming Disabled or (z) Employee’s death, (any such termination, an “Involuntary Termination”) and Employee signs, delivers and does not revoke a separation agreement and release of claims in a form satisfactory to the Company (the “Release”) within the time period required by the Release (but in no event later than two and one-half (2½) months following the end of the calendar year in which the Involuntary Termination occurs), then following such termination of employment, or, if later, the effective date of the Release, Employee will receive the following payments and other benefits from the Company:
Involuntary Termination other than for Cause. Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations:
(i) the Company shall pay the Employee two (2) times the sum of (A) the Employee's Base Salary at the time of his termination of employment plus (B) the amount equal to the Employee's bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv);
(ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("Time-Vesting Equity Awards") previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and
(iii) all equity awards, other than the Time-Vesting Equity Awards, previously earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awa...
Involuntary Termination other than for Cause or Voluntary Termination for Good Reason During the One-Year Period Following a
Involuntary Termination other than for Cause. If the Participant is involuntarily terminated from employment with Alion for any reason other than Just Cause, then he shall immediately vest in a prorated portion of his Deferred Compensation Account. The prorated vesting shall be based on a ratio, the numerator of which is the number of months from the Effective Date of this Agreement through the end of the month of such termination and the denominator of which is 96. Payment of such vested amount shall be made within 30 days of the date of termination. For these purposes, Just Cause shall mean, (i) Participant’s material breach of his Employment Agreement which is not cured within thirty (30) days after receipt of notice thereof; (ii) Participant’s theft or embezzlement of any material property of Alion; (iii) Participant’s gross negligence or willful misconduct in performing his duties under his Employment Agreement; (iv) Participant’s willful refusal to perform or substantial neglect of any duties under his Employment Agreement; (v) Participant’s unauthorized use of Alion’s trade secrets or Proprietary Information (as defined by Section 21 of his Employment Agreement); (vi) Participant’s commission of a felony which adversely affects Alion’s business, reputation or business relations. If Participant is terminated for Just Cause, Participant shall not be entitled to any future payments of unpaid amounts of his Deferred Compensation Account.
Involuntary Termination other than for Cause. Termination by the Executive Based on a Material Breach by the Company or for Good Reason, or Nonrenewal by the Company, or
