Non-Change in Control Termination. “Non-Change in Control Termination” shall have the meaning set forth in Paragraph 3.
Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee's employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control such that a Change in Control Termination shall have occurred (a “Non-Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 4, be entitled to the following severance benefits:
Non-Change in Control Termination. If Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by Executive with Good Reason, in each case other than within twelve (12) months following a Change in Control, in addition to the Accrued Benefits, Executive shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release:
(a) one (1) times the sum of (x) the Base Salary and (y) the Annual Bonus earned in respect of the fiscal year ending immediately prior to the Effective Termination Date (the “Prior Year Bonus”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twelve (12) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, provided further that, to the extent necessary to comply with Section 409A, if the period during which the Release must be executed and become irrevocable spans two (2) calendar years, payment of installments shall commence in the second calendar year, and the timing of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreement;
(b) the Pro Rata Bonus Payment, paid at the time set forth in Section 4.04(a);
(c) payment of any unpaid bonus earned for the year prior to the year of termination, paid at the time set forth in Section 4.04(b);
(d) payment of the COBRA Equivalent Payment, paid at the times set forth in Section 4.04(c); and
(e) full accelerated vesting of the Initial LTIP Award (to the extent then outstanding), with all other LTIP Units and other Company equity-based awards treated in accordance with the applicable award agreements. If, following the Effective Termination Date and prior to a Change in Control, Executive breaches any of his obligations pursuant to the restrictive covenants set forth in Section 5.02 or Section 5.03, and such breach results in significant reputational or monetary harm to the Company, then Executive shall forfeit his right to receive any unpaid amounts pursuant to Section 4.05(a), (b) and (d), and Executive shall promptly repay to the Company any such amount previously paid to Executive pursuant to Sections 4.05(a), (b) and (d), provided, however, that the Company shall provide writ...
Non-Change in Control Termination. In the event that (i) the Officer's employment is terminated due to Cause, Death, Disability, Retirement, or any other reason unrelated to a Change in Control of the Corporation, or (ii) the officer elects to terminate his employment for other than Good Reason, then the Officer shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination.
Non-Change in Control Termination. If, during the Employment Period, the Executive’s employment shall terminate in any manner that does not constitute a Change in Control Termination, then the Company shall have no further obligations to the Executive other than the obligation to pay the Executive the Accrued Benefits in accordance with Section 4(a)(i) hereof.
Non-Change in Control Termination. Upon a Non-Change in Control Termination:
i. For any equity awards subject to performance conditions as of the termination date, then such equity award will remain outstanding and vest when it is earned in accordance with the applicable vesting schedule set forth in the award agreement excluding any provision requiring continued employment or service during the performance period.
ii. For any equity awards subject only to time-vesting conditions as of the termination date, then any unvested equity awards that may vest within 12 months subsequent to the termination date shall become vested as of the termination date, and the remaining award shall be terminated and shall be cancelled by the Company.
iii. For any vested stock options as of termination date (including due to clause (i) or (ii) immediately above), Executive shall be able to exercise such options for the lesser of: (A) 12 months subsequent to the termination date and (B) the expiration date of such option, following which all such options shall terminate and shall be cancelled by the Company.
Non-Change in Control Termination. Upon a Non-Change in Control Termination, the Participant will receive as severance an amount equal to the product of (i) the sum of the Participant’s Monthly Base Salary and Monthly Annual Target Bonus, and (ii) the Participant’s applicable Severance Multiplier (the “Non-Change in Control Cash Severance”). The Non-Change in Control Cash Severance will be paid in equal installments on the Company’s (or the Participant’s employing Affiliate) regular payroll schedule over the Severance Period, less all applicable withholdings and deductions; provided, however, that no payments will be made prior to the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination. On the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company (or the Participant’s employing Affiliate) will pay the Participant in a lump sum the Non-Change in Control Cash Severance that the Participant would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Code and the effectiveness of the Release referenced in Section 5(a) below, with the balance of the Non-Change in Control Cash Severance being paid as originally scheduled.
Non-Change in Control Termination. In the event of your Non-Change in Control Termination, you shall be entitled to following payments and benefits:
Non-Change in Control Termination. In the event the Executive’s employment is terminated by the Company Without Cause (excluding death and Disability) or by the Executive for Good Reason, in either case, outside of the 12 month period after a Change in Control, then, subject to the provisions of Section 4(g), the Executive shall be entitled to: (A) the Base Termination Compensation; (B) severance pay consisting of (x) 18 months of the Executive’s annual base salary, at the greater of (1) the rate in effect at the effective time of termination and (2) the rate in effect prior to the event giving rise to Good Reason, paid in equal installments over 18 months on the Company’s normal payroll dates following the date of termination, except that the first installment of such payments shall be paid on the 60th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 4(g) had been effective at the date of termination, (y) the amount of the Executive's annual bonus for the fiscal year of termination of his employment, assumed at the target level and (z) the Pro-Rated Bonus; and (C) the continuation of the medical, dental and vision insurance coverage for a period of 18 months at active employee rates (the “Benefit Continuation”).
Non-Change in Control Termination. In the event (x) Executive's employment is terminated by the Company without Cause (other than due to death or Disability) or Executive terminates his employment with Good Reason, and, in either case, such termination is prior to, and not in connection with or within two years after, a Change in Control, or (y) the Company gives a Non- Renewal Notice prior to, and not in connection with or within two years after, a Change in Control, and the then current Term of Employment has expired following such notification (either of which shall be referred to as a "Non-Change in Control Termination"), Executive shall be entitled to: the Accrued Obligations; any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred; a pro-rata portion of the Annual Bonus for the then current fiscal year based on the Annual Bonus that would have been paid to Executive if his employment had continued, and based on the number of days elapsed from the commencement of the fiscal year in which the termination occurs through and including the effective date of such termination, such amount to be determined and paid, in cash, at the same time it would otherwise be determined and paid had no such termination occurred, provided, however, that, notwithstanding the above, in the event the effective date of Executive's termination of employment occurs prior to the six month anniversary of the commencement of the then current fiscal year, such pro-rata portion of the Annual Bonus shall not be paid; an amount equal to: in the case of a termination that does not follow a Non-Renewal Notice, one and one-half (1-1/2) times the sum of (A) his then current Base Salary and (B) the Average Annual Bonus; or in the case of a termination that follows a Non-Renewal Notice, one (1) times the sum of (A) his then current Base Salary and (B) the Average Annual Bonus, such amount to be payable over the Severance Term, and in accordance with the Company's regular payroll practices, commencing as soon as permitted under section 409A of the Code; and, continuation, during the Severance Term, of the health benefits provided to Executive and his covered dependants under the Company's health plans in effect as of the date of such termination, in accordance with COBRA, it being understood and agreed that (A) the Company shall pay the total cost of su...
