Payments Upon Involuntary Termination Sample Clauses

Payments Upon Involuntary Termination. (i) Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii) or by Employee pursuant to Section 3.3(i), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Non-Compete Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by the greater of (i) twelve (12) months or (ii) the number of months remaining in the Term, payable in a single lump sum payment on the first day of the seventh month following the Employee’s Separation from Service. Employee shall also be entitled to a pro-rated bonus (based on termination date), calculated in accordance with the Employer’s Annual Incentive Compensation Program and paid in a single lump sum payment at the later of (1) the first day of the seventh month following the Employee’s Separation from Service, or (2) March 15th of the year following the year in which Separation from Service occurred, after the release of earnings for the performance period in which the services giving rise to such bonus award were performed. (ii) Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), in addition to the Accrued Entitlements, Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations as set forth in the Non-Compete Agreement), to receive a payment in an amount equal to Employee’s base salary determined pursuant to Section 2.1 and as in effect immediately prior to the Involuntary Termination, divided by twelve (12) and multiplied by thirty (30) months, payable in a single lump sum payment on the first day of the seventh month following the Employee’s Separation from Service. (iii) In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee shall become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term. Employee will be entitled to a pro-rated bonus (based on termination date), calcu...

Payments Upon Involuntary Termination. In the event of an Involuntary Termination of Employee's employment pursuant to Section 3.1.b of the Agreement, Employee shall be entitled under Section 3.6 of the Agreement to the following guaranteed payments: An amount equal to the Employee's Monthly Base Salary on the date of the issuance of the Notice of Termination, per month, commencing on the last day of the month following the month in which the Date of Termination occurs, as follows:

Payments Upon Involuntary Termination. If the Executive’s Date of Termination occurs during the Term, and if such separation from service (A) is involuntary at the initiative of the Company for any reason other than Cause or Disability or at the initiative of the Executive for Good Reason, and (B) does not occur during a Protected Period, then, in addition to such compensation that has been earned but not paid to the Executive as of the Date of Termination, the Company will provide to the Executive the severance benefits set forth in this Section 5, subject to the conditions in Section 6.

Payments Upon Involuntary Termination. If the Executive's employment terminates as a result of an Involuntary Termination prior to the end of the term of this Agreement pursuant to Section 1(c), then the Company shall pay Executive within thirty (30) days of Executive's termination (including the Bonus pursuant to Section 2(b)) all amounts Executive is entitled to under this Agreement as if he had continued in the employ of the Company for the remainder of the term of this Agreement.

Payments Upon Involuntary Termination. In the event of an Involuntary Termination of Executive's employment pursuant to Section 3.1.b or as described in Section 4.1, within ninety (90) days of such a termination, Executive may elect to have a portion or all vested but unexercised options terminated by the Employer, and in such event, and only in such event, Executive shall receive "Special Severance Compensation" equal to the number of shares that could be acquired upon exercise of the options so terminated multiplied by $3.00, the product of such being payable in annual installments (with interest accruing at the prime rate following the date of the election), in as short a period of time as possible and the maximum annual installment being not greater than $240,000.00.

Payments Upon Involuntary Termination. If the Executive’s employment is Involuntarily Terminated, the Executive shall be entitled to receive, in lieu of any severance benefits to which the Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (a) the Company shall pay to the Executive his fully earned but unpaid base salary, when due, through the date of the Executive’s Involuntary Termination at the rate then in effect, accrued and unused PTO, a prorated bonus pursuant to Section 5.2 based on the number of days the Executive was employed by the Company in the fiscal year to which the Bonus relates, expenses incurred through the separation date, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Group benefit plan to which the Executive may be entitled pursuant to the terms of such plans or agreements at the time of the Executive’s Involuntary Termination (the “Accrued Obligations”); (b) the Executive shall be entitled to receive severance pay in an amount equal to (A) the Executive’s monthly base salary as in effect immediately prior to the date of the Executive’s Involuntary Termination, multiplied by (B) twelve (12), which amount shall be payable in a lump sum sixty (60) days following the Executive’s Involuntary Termination; (c) the Executive shall be entitled to receive additional severance pay in an amount equal to the Executive’s Target Bonus for the calendar year in which such termination occurs, prorated for the portion of such calendar year that has elapsed prior to the date of such termination, which amount shall be payable in a lump sum sixty (60) days following the Executive’s Involuntary Termination; (d) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is 18 full months following the date of Executive’s Involuntary Termination (or, if earlier, the date the Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment), if the Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of the Executive’s Involuntary Termination, the Company shall pay for or reimburse the Executive on a monthly basis for an amount equal to (1) the monthly premium the Executive and/or his covered dependents, as applicable, are re...

Payments Upon Involuntary Termination. Effective as of the date of this Amendment, Section 5(a) of the Severance Agreement is amended to read as follows:

Payments Upon Involuntary Termination. If, at any time during the period beginning on July 1, 2016 and ending on the End Date, (i) the Board removes Employee as a member of the Board without Cause, or (ii) Employer terminates the employment of Employee without Cause, then, subject to the Release Condition described below, Employee shall be entitled to a lump-sum cash payment equal to any remaining unpaid portion of the Employee’s Base Salary (as then in effect) that Employee would have received had he continued employment through April 1, 2017 (the “Severance Payment”) (which payment shall be made on (or on the next business day following) the thirty-sixth (36th) day following the applicable termination or removal date).”

Payments Upon Involuntary Termination. Upon an Involuntary Termination of the employment relationship during the Term by Employer pursuant to Section 3.2(ii), or by Employee pursuant to Section 3.3(i), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations), to receive the compensation specified in Section 2.1 for the lesser of (i) two years or (ii) the remainder of the Term, payable semi-monthly, as if Employee’s employment (which shall cease on the date of such Involuntary Termination) had continued for the period of such payments, in either case less any payments made pursuant to the proviso in Section 2.2 (unless Employee has served as Chief Executive Officer of Employer since such payments were made), but Employee shall not be entitled to any bonuses with respect to the operations of Employer, its subsidiaries and/or affiliates for the calendar year in which Employee’s employment with Employer is terminated. Upon an Involuntary Termination of the employment relationship by Employee pursuant to Section 3.3(ii), Employee shall be entitled, in consideration of Employee’s continuing obligations hereunder after such termination (including, without limitation, Employee’s non-competition obligations), to receive in a lump sum payment the compensation specified in Section 2.1 for the lesser of (i) two years or (ii) the remainder of the Term. In the event of an Involuntary Termination pursuant to Sections 3.2(ii), 3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee under Section 2.4 shall, subject to the conditions stated in Section 2.4.4, become 100% vested, the exercise of which shall continue to be permitted as if Employee’s employment had continued for the full Term of this Agreement, but Employee shall not be entitled to any bonuses with respect to the operations of Employer, its subsidiaries and/or affiliates for the calendar year in which Employee’s employment with Employer is terminated. Employee shall not be under any duty or obligation to seek or accept other employment following Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in Section 2.4.4, the rights and liabilities of Employer and Employee regarding entitlement to continuation of all such compensation and vesting of all such Restricted Stock and stock options, shall be conditione...

Payments Upon Involuntary Termination. Should this Agreement terminate prior to the end of the Term as a result of Consultant’s death, disability or by the Company for a reason other than “Cause” as defined in paragraph 1(a) of the Executive’s Amended and Restated Change of Control and Severance Agreement effective January 15, 2019, Executive shall be entitled to the remaining payments due under section 3, herein, as well as any rights provided by section 10 of the Transition Agreement.