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 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:
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. In the event of termination without cause, other than by reason of Employee's death or Disability, Employee shall not be required, in mitigation of damages or otherwise, to seek or accept other employment, and Employee shall be entitled to (i) payment of his Base Salary on the date of termination through the end of the Term or applicable extension period 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 the year of termination 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) through the end of the Term or the applicable extension period, 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), within 30 days of termination Executive will receive, in addition to the payment specified in Section 5.1, 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 5.2 in the Xxxxx Xxxxxx Employment Agreement
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 an amount equal to Employee's Base Salary on the date of termination for three (3) months commencing on the effective date of termination payable in accordance with the Company's customary payroll practices, plus (ii) the additional payments, if any, which have not yet been paid to Employee or his assignee or designee under Section 2(c) of the Asset Purchase Agreement dated February 11, 1997 between Clinical MicroSystems, Inc., Employee, and the Company, plus (iii) a pro rata portion of any bonus compensation, if any, which would have been paid to Employee under any bonus plan of the Company in which the Employee is then participating if the Employee had met his targeted goals to the date of termination, plus (iv) the continuation of all employee benefits enjoyed by the Employee as of the date that notice of termination is given to Employee (including, without limitation, all insurance plans) for six (6) months after termination, plus (v) the vesting of any unvested options. A termination pursuant to Section 1 above shall not be deemed to be a termination without cause under this Section, provided, that upon termination pursuant to Section 1 the additional payments, if any, which have not yet been paid to Employee under Section 2 of the Asset Purchase Agreement shall immediately, irrevocably and unconditionally become payable on the dates referred to in Section 2. In addition, if the Company materially reduces Employee's duties referred to in Section 2(b) hereof, compensation or benefits hereunder, or requests that he relocate without reimbursing Employee for his reasonable, actual and necessary relocation expenses, such event shall be deemed to be a termination without cause and Employee shall be entitled to all of the payments described herein.
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. If the Executive is terminated "without cause" during the Term, he shall receive a severance payment equal to the Base Compensation payable in bi-monthly installments. If the Term is not extended after the Initial Term or any Extended Term as a result of the Executive delivering written notice in accordance with Section 3 above, and/or any reason other than termination by the Executive pursuant to Section 7 below, the Executive shall receive a severance payment equal to 50% of the Base Compensation, payable in bi-monthly installments.
