Non-Renewal by the Company. In the event that the Company terminates Executive’s employment by providing a timely Non-Renewal Notice, pursuant to Section 1(a), and provided that Executive thereafter resigns employment within thirty (30) days after such notice, with an effective date of the end of the Initial Employment Period or the end of the Renewal Period, as applicable, Executive shall receive the following amounts (the “3 Month Severance”), subject to satisfaction of the Release Requirement.
1. Contingent on Executive’s compliance with Executive’s obligations under Sections 6-10, the Company shall continue to pay Executive his Base Salary as of the Termination Date, for a period of three (3) months after the Termination Date, in accordance with the Company’s normal payroll schedule in effect on the Termination Date;
2. Contingent on Executive’s compliance with Executive’s obligations under Sections 6-10, the Company shall pay Executive three (3) monthly payments, each equal to 1/12 of the amount obtained by multiplying Executive’s target Annual Bonus percentage as of the Termination Date times Executive’s Base Salary as of the Termination Date, on the last day of each of the three (3) months, commencing in the month following the Termination Date;
3. Subject to Executive’s timely election of COBRA, the Company shall pay Executive an amount equal to the COBRA premiums, as of the Termination Date, for Executive and any dependents enrolled in the Company-sponsored non-FSA group health plans, for the lesser of (a) three (3) months, or (b) until Executive first becomes eligible to enroll in another employer-sponsored group health plan; and
4. Notwithstanding anything to the contrary in the Equity Incentive Plan or any equity award documentation, with respect to the Awards: (a) outstanding equity awards that would have vested within three (3) months following the Termination Date, if any, shall vest and become fully exercisable, if applicable, as of the Termination Date, and (b) Executive shall have three (3) months from the Termination Date to exercise vested options (unless they terminate sooner according to their terms), at which point such options shall terminate if unexercised without compensation therefore (unless already terminated). Any portion of the Awards that were not vested on the Termination Date, after giving effect to the preceding sentence, shall terminate without compensation therefore on the Termination Date.
Non-Renewal by the Company. If the employment of the Executive should terminate by reason of (i) termination by the Company for any reason (other than Cause) or (ii) the Company’s failure to renew this Agreement, then all compensation and benefits for the Executive shall be as follows:
Non-Renewal by the Company. If the Company does not renew Executive’s employment in accordance with Section 3 above, Executive shall be entitled to receive his Base Salary and Continued Benefits (as defined below) for a period of 90 days following the expiration of the Term (such 90-day period, the “Non-Renewal Tail Period”).
Non-Renewal by the Company. In the event the Company elects not to renew this Agreement by giving notice of non-renewal pursuant to Section 2, this Agreement and Executive’s employment shall terminate at the end of the then current Term. Upon termination of Executive’s employment as a result of the Company’s non-renewal of this Agreement, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.
Non-Renewal by the Company. In the event the Company elects not to renew this Agreement by giving notice of non-renewal as herein provided, this Agreement and Employee’s employment shall terminate at the end of the then current Term. Upon termination of Employee’s employment as a result of the Company’s non-renewal of this Agreement, the Company shall be considered to have elected to terminate Employee’s employment without cause and the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall be determined as if the Company has elected to terminate the Employee’s employment without cause hereunder.
Non-Renewal by the Company. If the employment of the Executive should terminate by reason of (i) death of the Executive or Disability, (ii) termination by the Company for any reason (other than Cause) after the initial Term ending on the Initial Termination Date, or (iii) the Company's failure to renew this Agreement at the initial Term ending on the Initial Termination Date or any time thereafter, then all compensation and benefits for the Executive shall be as follows:
Non-Renewal by the Company. In the event the Company elects not to renew this Agreement by giving notice of non renewal pursuant to Section 2, this Agreement and Executive’s employment shall terminate at the end of the then current Term. Upon termination of Executive’s employment as a result of the Company’s non renewal of this Agreement, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive severance compensation in a lump sum payment within sixty (60) days after the termination of employment equal to two (2) times the sum of: (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus. Upon termination of Executive’s employment as a result of the company’s non-renewal of this Agreement at a time where the end of the then current Term is within six(6) months prior to or two (2) years following the effective date of a Change in Control, the severance compensation payable under this paragraph shall be equal to three (3) times the sum of: (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus, in lieu of the severance compensation described in the previous sentence.
Non-Renewal by the Company. In the event that the Company notifies the Executive pursuant to Section 2 of this Agreement that the Term of Employment shall not renew, the Executive shall be entitled to the same benefits as provided in Section 12(d); provided, however, that the period for which entitlements are provided shall be 12 months instead of 24 months in all subsections where such period applies.
Non-Renewal by the Company. If the Employment Period is not extended by the Company pursuant to a Non-Renewal Notice as provided for in Section 1 of this Agreement, except as provided in Sections 2(c)(ii) and 6 of this Agreement, the Company shall have no further obligations to the Executive other than:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.0 times the sum of the Annual Base Salary plus the Applicable Bonus Amount;
(ii) for 12 months following the Date of Termination, the Company shall continue to provide the Executive the Welfare Benefits; provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect; and
(iii) any Company equity awards that would have vested during the 12 month period following the Date of Termination shall immediately vest and all vested stock options and stock appreciation rights shall remain exercisable for the lesser of (x) the remainder of their term or (y) 12 months after the Date of Termination; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.
Non-Renewal by the Company. In the event that the Initial Term or any Renewal Term is not automatically renewed as a result of the Company providing a Non-Renewal Notice (hereinafter a “Non-Renewal by the Company”, and together with the Non-Renewal by the Employee, collectively referred to as the “Non-Renewal Termination(s)”), neither the Employee nor her beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive:
(i) a termination payment equal to that provided for in Section 13.1(i) hereto;
(ii) one hundred percent (100%) of the Severance Payment, payable from the date of such termination in accordance with the Company’s normal payroll policies and at the same rate and in the same manner as set forth in Sections 8.1 and 8.3 hereof, plus any additional compensation as may be expressly required under applicable law;
(iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed as provided in Section 8.5; and
(iv) any other benefits as required by applicable law.
