Obligations of Employer Upon Termination. The Executive’s entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement, all accrued and vested benefits under the Employer’s employee benefit plans, including, without limitation, stock option grants, restricted stock units and awards under the Long-Term Incentive Programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “Accrued Obligations” shall mean, as of the Date of Termination, (i) the Executive’s full Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation, deferred compensation (including, but not limited to, any supplemental retirement benefits) and other cash compensation earned (and not forfeited hereunder) by the Executive as of the Date of Termination to the extent not theretofore paid and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board in accordance with the applicable plan, program or policy, provided that the amounts under Section 3(b) hereof shall be deemed earned and accrued on the last day of the applicable fiscal year.
Obligations of Employer Upon Termination. If within one (1) year following the Effective Date of a Change of Control, Executive’s employment is deemed terminated Without Cause within the two-year period immediately preceding the end of the Employment Period, then in addition to any amount payable under Section 4(G), Employer shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination to the extent not theretofore paid, an amount equal to (i) two times Executive’s then Base Salary, two times the then Base Bonus, and the benefits provided pursuant to Section 3(D), less (ii) the amount payable under Section 4(G) (except that Executive, at his option, may choose to continue to have he and his family covered, to the extent they are then covered, by Employer’s health plan in lieu of receiving a lump sum payment for that benefit, and Employer shall use reasonable efforts to cooperate in such event); provided, however, that if the amount calculated under this Section 5(B) is a negative number, Executive shall not be deemed to owe that amount to Employer.
Obligations of Employer Upon Termination. As set forth below, the following obligations are imposed upon Employer upon termination of this Agreement.
Obligations of Employer Upon Termination. If within one (1) year following the Effective Date of a Change of Control, Executive's employment is deemed terminated Without Cause, Employer shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination to the extent not theretofore paid, Executive's compensation (including bonuses) and fringe benefits, at the rate in effect on the Date of Termination, through the remaining Employment Period, BUT NOT less than two (2) times the annual compensation (including bonuses) and fringe benefits (except that Executive, at his option, may choose to continue to have he and his family covered, to the extent they are then covered, by Employer's health plan in lieu of receiving a lump sum payment for that benefit, and Employer shall use reasonable efforts to cooperate in such event); provided that the payment under this subsection (B) shall be reduced to the extent required so that such payment, either alone or together with other payments which Executive has the right to receive from Employer, shall not be an excess parachute payment within the meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, or successor provisions of similar import. The determination of any reduction shall be made by the independent certified public accountants of Employer.
Obligations of Employer Upon Termination. (a) [intentionally omitted and left blank]
Obligations of Employer Upon Termination. If Employer terminates the Executive’s employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason, and provided the Executive continues to abide by the provisions of Section 9 of this Agreement:
Obligations of Employer Upon Termination. 6 (a) Good Reason: Other than for Cause, Death, or Disability.............6 (b) Death................................................................7 (c) Cause: Other Than for Good Reason...................................7 (d) Disability...........................................................7 (e) Nondisclosure to Media...............................................7 5. Change in Control..........................................................7
Obligations of Employer Upon Termination. If this Agreement shall be terminated either by the Employer or by the Employee, or upon Employee’s death, the Employer shall pay to the Employee or his estate, as the case may be, in a lump sum in cash within 30 days after the Date of Termination, (i) the aggregate of the Employee's Base Salary owing as contemplated by Section 5.3 through the Date of Termination, if not theretofore paid, (ii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Employer, (iii) payments required by Sections 5.3(a), (b) or (c), and (iv) reimbursable expenses not yet paid. Executive Employment Agreement YouChange Holdings Corp. The lump sum payment required herein will only take place if the amount of such payment is less than 10% of the surplus cash of Employer. Otherwise, the amounts to be paid under this section will be paid as though the termination did not take place. All other obligations of the Employer and rights of the Employee hereunder shall terminate effective as of the Date of Termination.
Obligations of Employer Upon Termination. The following provisions describe the obligations of Employer to Executive under this Agreement upon termination of employment. Employer and Executive agree that any and all membership interests in Employer owned by Executive as of the Date of Termination shall be treated as set forth in the LLC Agreement. Upon a termination of Executive's employment for any reason other than (a) by Employer for Cause or (b) by Executive without Good Reason, (x) Executive will be eligible to receive health insurance benefits under the applicable plans at premium rates on the same "cost-sharing" basis as was in effect immediately prior to such termination until Executive is Medicare eligible, and (y) Employer will provide office space and office services to Executive for a reasonable period of time, not to exceed twelve (12) months, provided that Executive does not compete with Employer (as described in Paragraph 12) during such period. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which Executive may have under applicable law, under any other agreement with Employer or any of its affiliates or subsidiaries, or under any compensation or benefit plan, program, policy or practice of Employer or any of its affiliates or subsidiaries.
(a) Death, Disability, Retirement, Discharge for
Obligations of Employer Upon Termination. (a) In the event of the termination of Employee's employment pursuant to Section 5 (c) (with cause) or (e) (voluntary termination), Employee will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits), plus the rights to those Options that have vested as of the termination date.
(b) In the event of the termination of Employee's employment pursuant to Section 5 (a) (disability) or (b) (death), Employee, or Employee's heirs will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits), plus the rights to all Options, vested or not vested, under the same terms as if this Agreement was not terminated.
(c) In the event of the termination of Employee's employment pursuant to Section 5 (d) (good reason) or (f) (without cause), Employee will be entitled to receive as severance pay, one month notice and two week severance of Employee's Base salary at such time as this Agreement is terminated, and Employee shall have the rights to all Options, vested or not vested, under the same terms as if this Agreement had not terminated.
