Payment Upon Termination Without Cause. If during the Term the Company terminates Executive’s employment without Cause (which may be done at any time without prior notice), within 30 days of termination Executive will receive, in addition to the payment specified in Section 5(a), a lump-sum cash payment equal to Executive’s Base Salary for a period equal to the remaining Term of the Agreement, provided Executive executes (without revocation) a valid release agreement in a form reasonably acceptable to the Company. The Company will have no obligation to provide the payments set forth in this Section 5(b) in the event that Executive breaches the provisions of Section 6. For purposes of this Agreement, “Cause” means, as determined by Company (or its designee), (1) Executive’s material breach of Executive’s obligations or representations under this Agreement, (2) Executive’s arrest for, conviction of or plea of nolo contendere to a felony, (3) Executive’s acts of dishonesty resulting or intending to result in personal gain or enrichment at the Company’s or a Related Company’s expense, (4) Executive’s fraudulent, unlawful or grossly negligent conduct in connection with Executive’s duties under this Agreement, (5) Executive’s engaging in personal conduct which seriously discredits or damages the Company or a Related Company, (6) contravention of the Company’s specific lawful directions or continuing inattention to or continuing failure to adequately perform the duties described under Section 3(b), (7) Executive’s material breach of the Company’s manuals, written policies, codes or procedures, (8) initiation of a regulatory inquiry, investigation or proceeding regarding Executive’s performance of duties on the Company’s or a Related Company’s behalf or (9) breach of Executive’s covenants set forth in Section 6 below before termination of employment. A termination for Cause is effective immediately or on such other date set forth by the Company.
Payment Upon Termination Without Cause. In the event of any termination without cause, Employee shall be given ninety (90) days prior written notice. Employee shall execute a full and complete release of any and all claims against the Company in a form satisfactory to the Company, in which event Employee (or his estate) shall be entitled to severance pay of (i) an amount equal to Employee's Base Salary on the date of termination for 6 months commencing on the date of termination payable in accordance with the Company's customary payroll practices plus (ii) a pro rata portion of any bonus compensation which would have been paid to Employee under any bonus plan which is adopted by the Company's Compensation Committee or Board of Directors in such year if the Company and Employee had met the targeted goals to the date of termination, plus (iii) the continuation of all benefits including, without limitation, all insurance plans) for 6 months after termination plus (iv) any remaining unvested options shall vest. A termination pursuant to Section 1 above shall not be deemed to be a termination without cause under this Section or a termination for Good Reason under Section 5.f) or subject to this Section 5.c).
Payment Upon Termination Without Cause. If EDLG terminates your employment without cause before the third anniversary of the Effective Time, EDLG will pay to you, subject to your execution of a release of claims in a form reasonably satisfactory to EDLG, in a single lump sum, not more than ten days after the date of your termination, an amount equal to one and one half times the sum of (i) your highest annual base salary during the Employment Period, plus (ii) the amount of the annual bonus you earned during the calendar year immediately preceding the calendar year in which you are terminated without cause. For these purposes, EDLG will have “Cause” to terminate your employment if, as of the date of termination, any of the following circumstances have occurred (and, if reasonably susceptible to cure, remain uncured for 30 days after notice to you from EDLG of an intention to treat the circumstance as Cause for termination) you have (a) materially failed to devote your entire business time, energy, talent, and best efforts to the performance of your duties specified above; (b) been negligent, insubordinate, or disloyal in the performance of your duties specified above; (c) failed to follow direction from the Board of Directors with respect to a specified course of conduct; (d) been convicted of any crime involving an act of dishonesty; or (e) committed an act or series of acts of dishonesty in the course of your employment.
Payment Upon Termination Without Cause. If Employee's employment is terminated without Cause during the three-year period following the Start Date, Employee shall be entitled to receive the following:
Payment Upon Termination Without Cause. If the Company terminates your employment without Cause, the Company shall provide you with the amounts below as applicable:
A. any unpaid base salary that has been earned and accrued up to and including the termination date, payable no later than the next regularly scheduled payday; and
B. any unused vacation days that you have accrued up to the termination date, payable no later than the next regularly scheduled payday; and
C. a lump sum payment in an amount equal to your 2005 Minimum Total Compensation, less any compensation payments that the Company has made to you for services rendered in calendar year 2005, provided however, that you provide the Company with a complete release of all claims in a form provided by the Company. The lump sum described in this sub-paragraph C shall be payable within 10 business days of the date that the Company receives a complete release of claims from you. The Company may increase this lump sum payment in its sole discretion.
Payment Upon Termination Without Cause. In the event Employee’s employment hereunder is terminated by the Company without Cause, as set forth in paragraph 10 above, then, the Company, will:
A. Pay Employee an amount equal to four weeks of Employee’s then current Base Salary plus an additional one week of Employee’s then current Base Salary for every full year of Employee’s employment with the Company calculated as of the date of termination (the “Severance Payment”);
B. Reimburse Employee for the monthly COBRA premium paid by Employee for himself and his dependents if Employee is eligible to receive COBRA continuation coverage and timely and properly elects continuation coverage under COBRA. Employer may at its option elect to pay the premium directly to the insurer. Employee shall be eligible to receive such reimbursement until the earliest of: (i) the six month anniversary of the date of termination; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee becomes eligible to receive substantially similar coverage from another employer; and
C. Pay Employee any amounts earned but not yet paid pursuant to the Company’s incentive compensation plan, prorated based on the portion of that year that Employee remained employed. The timing of payment for amounts due under the incentive compensation plan will be determined under the terms of the plan. Except as otherwise provided herein, the Company will pay the Severance Payment in the form of continuation of Employee’s salary until such time as the Severance Payment is paid in full. Payment of the Severance Payment will begin within 60 days following the effective date of the termination contingent upon Employee’s execution of an enforceable Separation and Release Agreement that is mutually agreed upon by Employee and the Company. In the event this 60-day period spans two calendar years, the Company shall commence payment in the later year. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to make any of the payments set forth in this paragraph 11 in the event that (i) Employee’s employment hereunder terminates upon Employee’s death or disability; (ii) Employee receives such payments pursuant to a Change in Control, as set forth in paragraph 12 below; or (iii) Employee’s employment hereunder is terminated by the Employee.
Payment Upon Termination Without Cause. In the event of termination without cause, other than by reason of Employee's death or Disability, Employee (or his estate) shall be entitled to severance pay of (i) an amount equal to Employee's Base Salary on the date of termination for 9 months commencing on the date of termination payable in accordance with the Company's customary payroll practices, plus (ii) a pro rata portion of any bonus compensation which would have been paid to Employee under any bonus plan which is adopted by the Company's Compensation Committee or Board of Directors in such year if the Company had met the targeted goals to the date of termination, plus (iii) the continuation of all benefit plans (including, without limitation, all insurance plans) for 9 months after termination, plus (iv) any remaining unvested options shall vest. If the Company defaults in the payment of any amounts owed hereunder to Employee following written notice by Employee and fails to cure such default within ten days from the date of such notice, Employee shall be entitled to accelerate the entire amount due hereunder. The Company shall have the opportunity to cure a monetary default one time after which time, if another default occurs, Employee shall be entitled to accelerate the entire amount due hereunder upon written notice by Employee without affording the Company an opportunity to cure.
Payment Upon Termination Without Cause. If during the Term the Company terminates Executive’s employment without Cause (which may be done at any time without prior notice), Executive will receive, in addition to the payment specified in Section 5(a), (i) within 30 days of termination, a lump-sum cash payment equal to Executive’s Base Salary for a period equal to the Xxxxxxx X. Xxxxxxx Employment Agreement Page 3 of 11
Payment Upon Termination Without Cause. If Executive's employment is terminated by the Company without Cause and other than as a result of Executive's death or Disability, then, and in any such event, the Company shall pay Executive, his Base Salary and any Incentive Compensation earned through the date of notice of termination and all unpaid expense reimbursements as of such date. Executive hereby acknowledges that upon termination of his employment, he shall have no right to receive any other payments or benefits provided for under this Agreement.
Payment Upon Termination Without Cause. In the event Employee's employment hereunder is terminated for reasons other than (x) for Cause, (y) as a result of the voluntary resignation of Employee or (z) as a result of Employee's death, then, in such event, Employee shall be entitled to receive the unpaid Base Salary and Additional Compensation prorated in each case for the period of Employee's employment to the date of such termination, together with an additional payment equal to the sum of (x) the unpaid Base Salary in effect on the date of termination and (y) the Additional Compensation, in each case for the remaining Term of the Agreement (or renewal term, if such termination occurs during the renewal term), in each case payable at the same time and amounts as if Employee had continued his employment hereunder.
