Obligations of the Employer Upon Termination. The following provisions describe the obligations of the Employer to the Executive under this Agreement upon termination of employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Employer or any of its affiliates or subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Employer or any of its affiliates or subsidiaries.
Obligations of the Employer Upon Termination. Upon termination of the Executive's employment for any reason during the Term of this Agreement, Executive shall be entitled to Base Salary and all benefits through the Date of Termination, and to exercise then vested stock options in accordance with Paragraph 5.A.(i) above. Upon the termination of the Executive's employment during the Term of this Agreement by the Executive for Good Reason, or by the Employer for any reason other than Cause, Executive shall in addition be entitled to exercise the option(s) with accelerated vesting pursuant to Paragraph 5.A.
Obligations of the Employer Upon Termination. The parties agree as follows:
Obligations of the Employer Upon Termination. (a) By the Employer Other Than for Cause, Death or Disability; By the Executive for Good Reason, or Upon Expiration of the Term Following Employer Non-Renewal. Subject to Section 5, if, during the Employment Period, (x) the Employer shall terminate the Executive’s employment other than for Cause, death or Disability, (y) the Executive shall terminate employment for Good Reason, or (z) upon expiration of the Term following the Employer’s issuance of a Notice of Non-Renewal under Section 1, the Employer shall pay to the Executive the following amounts:
(i) a lump sum cash payment within thirty (30) days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s accrued and unpaid Annual Base Salary and accrued vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Employer as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Employer policy (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and
(ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not later than twenty-two (22) days after the Date of Termination, the Employer shall pay or provide to the Executive the following:
(A) an amount equal to two (2) times the sum of (X) the Executive’s Annual Base Salary as of the Date of Termination and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment commencin...
Obligations of the Employer Upon Termination. Upon termination of the Executive's employment for any reason during the Term of this Agreement, Executive shall be entitled to Base Salary and all benefits through the Date of Termination, and to exercise then vested stock options in accordance with and to the extent that exercise is approved by the Compensation Committee as provided in Paragraph 5.d above. Upon the termination of the Executive's employment during the Term of this Agreement by the Executive for Good Reason, or by the Employer for any reason other than Cause, Executive shall in addition be entitled to exercise the option(s) with accelerated vesting if and to the extent that exercise is approved by the Compensation Committee provided pursuant to Paragraph 5.d above. In addition, upon the termination of the Executive's employment during the Term of this Agreement by the Executive for Good Reason, or by the Employer for any reason other the Cause or death, the Executive shall be entitled to receive a lump sum payment equal to three (3) times the sum of (i) Executive's Base Salary as of the Date of Termination, and (ii) the Executive's target bonus opportunity under any Incentive Plan in place that executive participates in based on the target bonus opportunity for the year of termination or any other approved bonus arrangement for the year of termination; plus (iii) Executive's spouse and dependent medical, dental and hospital benefits that would continue to be provided at Employer expense (either group or individual policy) after employment to the extent provided in Paragraph 6 above. The lump sum payment shall be paid no later than thirty days after the Date of Termination in immediately available United States funds. Notwithstanding the preceding provisions, at the Employer's sole discretion, the Employer may pay the amount determined as a lump sum in this Paragraph 9 in 36 equal monthly payments beginning on the first day of the month first following the Date of Termination.
Obligations of the Employer Upon Termination. Upon termination of the Executive’s employment for any reason during the Term of this Agreement, Executive shall be entitled to Base Salary and all benefits through the Date of Termination, and to exercise then vested stock options in accordance with Paragraph 5.A.(i) above. Upon the termination of the Executive’s employment during the Term of this Agreement by reason of the Executive’s death or Disability, or by the Executive for Good Reason, or by the Employer for any reason other than Cause, Executive shall in addition be entitled to exercise stock options, restricted stock and other equity-based awards with accelerated vesting pursuant to Paragraph 5.A.(ii) above. In addition, upon the termination of the Executive’s employment during the Term of this Agreement by the Executive for Good Reason, or by the Employer for any reason other than Cause, or for other than Executive’s Disability or death, the Executive shall be entitled to receive: (i) a lump sum payment within thirty (30) days equal to three (3) times the sum of (a) Executive’s Base Salary as of the Date of Termination and (b) the Executive’s target bonus opportunity under the Incentive Plan based on the target bonus opportunity for the year of termination; and (ii) continued participation in the Company’s group health insurance plans at the Company’s expense until the earlier of (x) the expiration of the three (3) years from the effective date of termination or (y) Executive’s eligibility for participation in the group health plan of a subsequent employer or entity for which Executive provides services.
Obligations of the Employer Upon Termination. (a) Upon termination of the Executive’s employment for any reason during the Term, Executive shall be entitled to Base Salary, accrued bonus, accrued equity incentive award, vested incentive and equity compensation, and all benefits and reimbursable expenses through the Date of Termination, and to exercise all vested stock options.
(b) Upon the termination of the Executive’s employment during the Term by the Executive for Good Reason, or by the Employer for any reason other than Cause, Executive shall in addition be entitled to accelerated vesting of all previously unvested restricted stock including the full amount of any unvested performance-based restricted stock awarded that may still be subject to future performance, without regard to such future performance, and stock options and to exercise the options.
(c) Upon the termination of the Executive’s employment during the Term by the Executive for Good Reason, or by the Employer for any reason other than Cause, Executive may require that in lieu of shares of common stock issuable upon the exercise of all stock options, an amount of cash be paid for each option equal to the difference between the quoted closing market price of one share of common stock on the date of termination and the strike price of the stock option. Each stock option will be cancelled as a corresponding cash payment is made. In addition, Executive may require that Employer pay an amount of cash equal to the quoted closing market price of one share of common stock on the date of termination for each share of restricted common stock owned by Executive. The NYSE American quoted closing market price will be utilized for the purposes of this Paragraph 9(c).
(d) In addition, upon the termination of the Executive’s employment during the Term by the Executive for Good Reason, or by the Employer for any reason other than Cause or death, the Executive shall be entitled to receive a lump sum payment equal to (i) three (3) times the sum of (A) Executive’s Base Salary as of the Date of Termination, and (B) the Executive’s maximum target cash bonus opportunity as of the Date of Termination, without regard to achievement of performance targets under any Incentive Plans in place that executive participates in including, without limitation, the maximum Target Cash Bonus opportunity, or, if higher, the largest actual cash bonus amount paid in any of the three years prior to termination; and (C) any other approved bonus arrangement for the year of term...
Obligations of the Employer Upon Termination. The following provisions describe the obligations of the Employer to the Executive under this Agreement upon termination of employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Employer or any of its affiliates or subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Employer or any of its affiliates or subsidiaries.
(a) Death, Disability, Discharge for Cause, or Resignation without Good Reason. In the event this Agreement terminates pursuant to Paragraph 7(a) by reason of the death or Disability of the Executive, pursuant to Paragraph 7(b) by reason of the discharge of the Executive by the Employer for Cause, or pursuant to Paragraph 7(c) by reason of the resignation of the Executive other than for Good Reason, the Employer shall pay to the Executive, or the Executive's heirs or estate in the event of the Executive's death, all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive. In addition, in the event this Agreement terminates pursuant to Paragraph 7(a) by reason of death of the Executive, the Employer shall pay to the Executive's heirs or estate death benefits in a lump sum amount equal to six (6) months of the Executive's then-current annual base salary.
Obligations of the Employer Upon Termination. (a) For purposes of this Agreement, the following terms shall have the meanings ascribed to them herein.
Obligations of the Employer Upon Termination. In the event Executive’s employment under this Agreement terminates during the Term and such termination constitutes a “separation from service” from the Employer (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”), the Employer will provide Executive with the payments and benefits set forth below.