Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, (i) the Company shall terminate the Executive's employment other than for Cause, death or Disability, or (ii) the Executive shall terminate his employment for Good Reason pursuant to Section 4(c)(i)-(v):
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) any unpaid Annual Bonus with respect to the fiscal year of the Company prior to the Date of Termination , (3) any accrued and unpaid vacation, if any, and (4) the product of (x) the Annual Bonus with respect to the fiscal year of the Company prior to the Date of Termination or, if none, any annual bonus paid with respect to the fiscal year of the Company prior to the Date of Termination , and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4), shall be hereinafter referred to as the "Accrued Obligations"); and
B. an amount equal to the product of (1) three and (2) the sum of (a) the Annual Base Salary and (b) the Annual Bonus, if any, for the most recently completed fiscal year prior to the Date of Termination (including any fiscal year prior to the Effective Date), and if none, then the bonus actually paid pursuant to any prior employment agreement with respect to such fiscal year; and
(ii) for the three-year period commencing on the Date of Termination, the Company shall continue to provide the benefits described in Section 3(b) (v) to the Executive and his spouse and dependents on the same basis such benefits were provided to the Executive immediately prior to the Effective Date, and, if such benefits cannot be provided, a lump sum cash equivalent thereof, grossed-up for taxes (collectively "Welfare Benefits");
(iii) any unvested cash and equity long-term incentive award or other incentive awards granted to the Executive, including any unvested shares of limited liability company interests, in the Company, Janus Capital Management LLC or in any of their affiliated companies held by the Executive (collectively, "Retention and Incentive Awards"), shall immediately vest and/or be paid, as applicable, in full and any stock options shall, ...
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause, or the Executive's employment is terminated because of death or Disability, or the Executive terminates employment for Good Reason, the Company shall make the payments and provide the benefits set forth in (i) through (v) below. In addition, if the Executive's employment is terminated by the Company other than for Cause or Disability, or by the Executive for Good Reason, the Company shall provide the Executive with reasonable outplacement services. The payments and benefits provided pursuant to this Section 5(a) are intended as liquidated damages for a termination of the Executive's employment by the Company other than for Cause, or for the actions of the Company leading to a termination of the Executive's employment by the Executive for Good Reason, or for the Executive's termination of employment as a result of death or Disability, and shall be the sole and exclusive remedy therefor. The Company shall pay the Executive the amounts set forth below in a lump sum in cash within 30 days following the Date of Termination:
(i) the unpaid amount of the Executive's Base Salary for the period beginning on the Effective Date and ending on the Date of Termination (the "Accrued Obligations");
(ii) an amount equal to (A) the Executive's Base Salary, multiplied by (B) the percentage obtained by dividing (1) the number of days beginning with the day immediately following the Termination Date and ending on July 31, 2001, by (2) 426 (such percentage, the "Pro Rata Percentage");
(iii) an amount equal to the Benefit Amount multiplied by the Pro Rata Percentage;
(iv) the Sale Bonus (to the extent that the closing of the sale of Ascent's sports-related businesses occurs on or prior to the Termination Date and the Sale Bonus has not theretofore been paid); and
(v) the Non-Competition Payment.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Employee's employment, other than for Cause, Death or Disability, or the Employee terminates his employment for Good Reason, the Company shall (i) pay the Employee's accrued but unpaid portion of the Annual Base Salary (the "Accrued Obligations") to the Employee in a lump sum in cash within 30 days after the Date of Termination, (ii) continue to pay the Annual Base Salary for the remainder of the term hereof, (iii) issue the accrued Stock Compensation (the "Accrued Stock Compensation"), and (iv) issue the Stock Compensation for the remainder of the term hereof. In addition, the Employee shall be entitled to a Bonus in an amount equal to the Bonus the Employee would have received for the Employment Period had this Agreement not been terminated. The payments provided pursuant to this paragraph (a) of Section 5 are intended as liquidated damages for a termination of the Employee's employment by the Company other than for Cause or Disability or for the actions of the Company leading to a termination of the Employee's employment by the Employee for Good Reason, and shall be the sole and exclusive remedy therefor.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment, other than for Cause, death or disability, or if the Executive terminates his employment for Good Reason, the Company shall, subject to Executive’s continued full performance of his obligations set forth in Section 5 hereof, in addition to the amounts payable under paragraph (a) above, pay to the Executive (or his estate, beneficiary or legal representative) in twelve equal monthly installments commencing on the first day of the month following the date of termination, the sum of (x) the Executive’s annual base salary then in effect, plus (y) the greater of the Executive’s target bonus, if any, for the fiscal year in which the date of termination occurs and the average amount of annual bonuses paid to Executive for the two fiscal years preceding the year in which the date of termination occurs. In addition, the Executive and the Executive’s eligible spouse, dependents and beneficiaries will continue to be eligible to participate in the company’s health, medical, disability, life and other insurance plans (subject to Executive’s making required contributions to such plans) for a period of twelve months following the date of termination (or the Company will provide equivalent benefits for such period), provided that all such continuing benefits shall cease upon the date on which Executive becomes eligible to receive comparable benefits from a subsequent employer.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment, other than for Cause, death or disability, or if the Executive terminates his employment for Good Reason, the Company shall, subject to Executive’s continued full performance of his obligations set forth in Section 5 hereof, in addition to the amounts payable under paragraph (a) above, pay to the Executive (or his estate, beneficiary or legal representative) in twelve equal monthly installments commencing on the first day of the month following the date of termination, an amount equal to the Executive’s annual base salary then in effect. In addition, the Executive and the Executive’s eligible spouse, dependents and beneficiaries will continue to be eligible to participate in the company’s health, medical, disability, life and other insurance plans (subject to Executive’s making required contributions to such plans) for a period of twelve months following the date of termination (or the Company will provide equivalent benefits for such period), provided that all such continuing benefits shall cease upon the date on which Executive becomes eligible to receive comparable benefits from a subsequent employer.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause, Death or Disability, or the Executive terminates employment for Good Reason, the Company shall pay the amounts described in subparagraph (i) below to the Executive in a lump sum in cash within 30 days after the Date of Termination and shall continue the benefits described in subparagraph (ii) below until at least the third anniversary of the Date of
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause, or the Executive's employment is terminated because of death or Disability, or the Executive terminates employment for Good Reason, the Company shall make the payments and provide the benefits set forth in (i) and (ii) below. In addition, if the Executive's employment is terminated by the Company other than for Cause or Disability, or by the Executive for Good Reason, the Company shall provide the Executive with reasonable
(i) The Company shall pay the Executive the amounts set forth below in a lump sum in cash within 30 days following the Date of Termination: The sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) the value of the Executive's accrued, but unused, vacation days, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations") and (3) the Supplemental Payment; and
(ii) All unvested Remaining TCI Awards shall become immediately vested. In the event of the Executive's death or Disability, the payments under this Section 5(a) may be made to the Executive's estate or legal representatives, if applicable.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause or Disability, or the Executive terminates his employment for Good Reason, the Company shall pay the amounts, continue the benefits described and take the action with respect to the Maxxim Options, in each case as set forth in subparagraph (i) below. The payments and other provisions provided pursuant to this Section 6(a) are intended as liquidated damages for the termination of the Executive's employment by the Company other than for Cause or Disability or for the actions of the Company leading to a termination of the Executive's employment by the Executive for Good Reason and shall be the sole and exclusive remedy therefor; provided further that as a condition precedent for the receipt of such payments the Executive shall execute and deliver a general release (in the form attached hereto as Exhibit C) of all claims against the Company.
(i) The amounts to be paid as described above are:
A. The Executive's earned and accrued but unpaid cash compensation, in the form of a lump-sum payment, to be paid within 30 days after the Date of Termination, which shall equal the sum of (1) any portion of the Executive's Annual Base Salary earned through the Date of Termination that has not yet been paid, (2) any earned and unpaid Annual Bonus that was earned by the Executive for a prior fiscal year and that was declared due and owing by the Company; and (3) any accrued but unpaid vacation time (but without giving effect to any carry-over of unused time from prior years) and any unpaid business reimbursements or amounts payable under Section 3(h) of this Agreement, in each case subject to applicable taxes and withholding (the amounts set forth in subclauses (1)-(3) constitute the "Accrued Obligation").
B. A payment, payable in accordance with the Company's standard monthly payroll practices in equal monthly installments, and subject to withholding and taxes, of an amount to be determined by the following formula:
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause, death or Disability, or the Executive terminates employment for Good Reason, the Company shall, subject to Section 12, in addition to the amounts provided in paragraph (a) above, pay to the Executive (or his estate, beneficiary or legal representative):
(i) in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination, the product of (A) two and (B) the sum of the (i) Executive's Annual Base Salary (as then in effect) and (ii) the greater of the Executive's target bonus for the year in which the Date of Termination occurs (i.e., 100% of Annual Base Salary as then in effect) or the average of the Executive's actual annual bonus paid with respect to the two years preceding the year in the which Date of Termination occurs, such sum then divided by twenty-four (24); and
(ii) at the time annual bonuses for the fiscal year in which the Date of Termination occurs are paid, a pro rata annual bonus based upon actual performance under the annual bonus plan for such fiscal year (as determined by the Board or the Compensation Committee in its reasonable discretion), to the extent not otherwise paid. In addition, the Executive and the Executive's eligible spouse, dependents and beneficiaries will continue to be eligible to participate in the Company's medical, dental, disability, life and other welfare insurance plans (subject to the Executive continuing to make any required contributions to such plans) for a period of twenty-four (24) months following the Date of Termination (or the Company shall provide equivalent benefits for such period); PROVIDED that such continued benefits shall cease upon the Executive becoming eligible for comparable benefits from a subsequent employer.
Other Than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, death or Disability, or the Executive terminates employment for Good Reason, the Company shall, subject to Section 13 (relating to release), in addition to the amounts provided in paragraph (a) above, pay to the Executive (or his estate, beneficiary or legal representative) (i) an amount equal to the Annual Base Salary then in effect (the "SEVERANCE PAYMENT") and (ii) notwithstanding anything in this Agreement to the contrary, the Retention Award in one lump-sum payment as soon as practicable following the Date of Termination. The Severance Payment shall be paid to the executive in equal monthly installments and for a period commencing on the Date of Termination and ending on the first anniversary thereof. The Severance Payment shall be reduced by (and shall not be in addition to) any severance or any similar payment required to be made to the Executive under Argentine law or any other severance plan or program of the Company.
