Qualifying Termination - Severance. If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall provide to Executive:
(i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) an amount equal to (I) fifty percent (50%) of Executive’s Base Salary at the rate in effect on the Change in Control (or, if higher, the rate in effect on Termination of Employment), multiplied by (II) 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 three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) three (3) times Executive’s highest annual rate of Base Salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) three (3) times Executive’s Bonus Amount.
Qualifying Termination - Severance. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive:
(i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of Executive’s annual bonus for the fiscal year in which Executive’s Date of Termination occurs in an amount at least equal to (1) Executive’s target bonus for such fiscal year, multiplied by (2) 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 three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) three (3) times Executive’s highest annual rate of base salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) three (3) times Executive’s Bonus Amount.
Qualifying Termination - Severance. Subject to the Executive's execution of a release substantially in the form attached hereto as Annex I, if during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive:
(i) within fifteen (15) days following the Date of Termination a lump sum cash amount equal to the sum of (A) Executive's base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of Executive's annual bonus for the fiscal year in which Executive's Date of Termination occurs in an amount at least equal to (1) Executive's Bonus Amount, multiplied by (2) 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 three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's annual incentive plan for the fiscal year in which Executive's Date of Termination occurs and (C), any compensation previously deferred by Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(ii) within fifteen (15) days following the Date of Termination, a lump-sum cash amount equal to (i) two (2) times Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (ii) two (2) times Executive's Bonus Amount.
Qualifying Termination - Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on written notice to Executive and Executive may resign his employment for Good Reason as defined below (either of such terminations is a “Qualifying Termination”). As used in this Agreement, “Good Reason" shall mean that any one or more of the following events have occurred without Executive’s express prior written consent:
Qualifying Termination - Severance. If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall provide to Executive:
(i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) an amount equal to the Bonus Amount, multiplied by 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 three hundred sixty-five (365); provided, however, that if a majority of the Board consists of Incumbent Directors at the time of this calculation, the Company or Parent may pay such other amount as determined by a majority of the Incumbent Directors in their reasonable discretion taking into account the Company’s, Parent’s and/or Executive’s performance under any annual bonus plan then in effect, (C) any accrued vacation pay, in each case to the extent not theretofore paid, and (D) an amount equal to any retention or completion bonus set forth in Executive’s employment agreement, multiplied by 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 three hundred sixty-five (365), with the Date of Termination used as the measurement date to determine whether any performance targets attributable to such bonus have been met; plus
(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) one and one-half (1.5) times Executive’s highest annual rate of Base Salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) one and one-half (1.5) times Executive’s Bonus Amount.
Qualifying Termination - Severance. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive, subject to the proviso to the first sentence of Section 10:
Qualifying Termination - Severance. If during the Termination Period the employment of Employee shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Employee:
(i) within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Employee's base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid; (B) a pro rata portion of Employee's annual bonus for the fiscal year in which Employee's Date of Termination occurs in an amount at least equal to (1) Employee's Bonus Amount, multiplied by (2) 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 three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's annual incentive plan for the fiscal year in which Employee's Date of Termination occurs; and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) two (2) years of the Employee's annual rate of base salary as of the Employee's Date of Termination, plus (ii) Employee's Bonus Amount multiplied by a factor of two (2).
Qualifying Termination - Severance. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive, subject to the proviso to the first sentence of Section 10: (i) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to the sum of (A) Executive’s base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of Executive’s annual bonus for the fiscal year in which Executive’s Date of Termination occurs in an amount equal to (1) Executive’s target annual bonus, multiplied by (2) 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 three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus
Qualifying Termination - Severance. If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive:
(i) any compensation previously earned by Executive, including any deferred compensation (other than pursuant to a tax-qualified plan) together with any interest and earnings thereon and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(ii) within ten (10) days following the Date of Termination, a lump-sum cash amount equal to two (2) times the sum of (i) Executive’s highest annual rate of base salary during the 12-month period immediately prior to Executive’s Date of Termination, plus (ii) Executive’s Bonus Amount.
Qualifying Termination - Severance. If on or prior to December 31, 2005, the employment of Employee shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Employee, within ten (10) days following the Date of Termination, a lump-sum cash amount equal to the sum of: (A) Employee's unpaid base salary through December 31, 2005; (B) the amount of Employee's 2004 cash bonus plus $700,000; and (C) any accrued and unused vacation pay. Similarly, if on or prior to December 31, 2005, the employment of Murphy shall terminate pursuant to a Qualifying Texxxxxxion, then the Company shall provide to Murphy, within ten (10) days following the Date of Xxxxxnation, a lump-sum cash amount equal to the sum of: (A) Murphy's unpaid base salary through December 31, 2000; (X) the amount of Murphy's 2004 cash bonus plus $700,000; and (C) anx xxxxxxd and unused vacation pay. If after December 31, 2005 and on or prior to December 31, 2006, the employment of Employee shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Employee, within ten (10) days following the Date of Termination, a lump-sum cash amount equal to the sum of: (A) Employee's unpaid base salary through December 31, 2006; (B) the amount of Employee's 2005 cash bonus; (C) the equivalent value of the equity Employee was allocated determined by applying the Common Stock closing share price on the date immediately prior to the date of the Qualifying Termination; and (D) any accrued and unused vacation pay. Similarly, if on or prior to December 31, 2006, the employment of Murphy shall terminate pursuant to a Qualifying Texxxxxxion, then the Company shall provide to Murphy, within ten (10) days following the Date of Xxxxxnation, a lump-sum cash amount equal to the sum of: (A) Murphy's unpaid base salary through December 31, 2006; (B) the amount of Murphy's 2005 cash bonus; (C) the equivalent value xx xxx equity Employee was allocated determined by applying the Common Stock closing share price on the date immediately prior to the date of the Qualifying Termination; and (D) any accrued and unused vacation pay.
