Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his employment with the Company for Good Reason or Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four (24) months following the date of termination, with such payment to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expirati...
Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of:
(i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;
(ii) an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and
(iii) your Target Bonus for such year, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment:
(w) the Company will continue your participation in the Company's medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination;
(x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted;
(y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and
(z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payment...
Resignation for Good Reason or Termination Without Cause. If Executive terminates his employment for Good Reason (as defined below) or he is terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving him notice that it does not want the Term to be extended as provided in Section 1, Executive will receive a lump-sum cash payment equal to the sum of:
(i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; and
(ii) an amount equal to 1.5 times the sum of (x) his then Base Salary and (y) his Quarterly Bonuses for the fiscal year of such termination, prorated for the number of days that have elapsed during such year.
(iii) In addition to the foregoing lump-sum payment:
(iv) the Company will continue Executive’s participation in the Company's medical, dental and vision plans (or if Executive is ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the 18 month period following the date of such termination;
(v) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the Executive; and
Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason or you are terminated by the Company without Cause, you will receive, immediately upon the effectiveness of any such termination, a lump sum cash payment equal to the sum of (i) $525,000, and (ii) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits under the Company's otherwise applicable employee benefit plans or programs) accrued owing through the date of termination, provided that you execute a release substantially in the form attached hereto as Exhibit A concurrently with such payment.
Resignation for Good Reason or Termination Without Cause. If the Executive's employment terminates (A) as a result of his resignation for Good Reason or (B) as a result of a termination by the Company without Cause, then the Retention Option, to the extent outstanding at the time of such termination, shall remain exercisable until the earlier of (1) the expiration of ten years after the Retention Option was granted or (2) the date two years after the effective date of the termination of the Executive's employment.
Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason or you are terminated by the Company without Cause, you will receive, immediately upon the effectiveness of any such termination, a lump sum cash payment equal to the sum of (i) any of the bonus payments set forth in Section 4 hereof which have not been previously paid by the Company, (ii) fifty percent (50%) of the then current annual Base Salary, and (iii) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits under the Company's otherwise applicable employee benefit plans or programs) accrued or owing through the date of termination, provided that you execute a release substantially in the form attached hereto as Exhibit A concurrently with such payment.
Resignation for Good Reason or Termination Without Cause. (a) The Executive may resign, and thereby terminate his employment (and the Employment Period), at any time for “Good Reason” (as defined below), upon not less than thirty (30) days’ prior written notice (reduced to five days’ notice for failure to pay Base Salary) to the Company specifying in reasonable detail the reason therefor; provided, however, that the Company shall have been given a reasonable opportunity to cure any such Good Reason (which are susceptible of cure) within thirty (30) days after the Company’s receipt of such notice. The Executive’s delay in providing such notice shall not be deemed to be a waiver of any such Good Reason unless and until the Executive fails to provide such notice within sixty (60) days after the Executive first becomes aware of the occurrence of the event triggering such Good Reason, nor does the failure to resign for one Good Reason prevent any later Good Reason resignation for a similar or different reason.
(b) For purposes of this Agreement, “Good Reason” means, without the Executive’s prior written consent:
Resignation for Good Reason or Termination Without Cause in Connection with a Change of Control—Enhanced Severance Benefits.
Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below)1 or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of:
(i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;
(ii) an amount equal to 1.5 times the sum of (x) your then Base Salary and (y) your Target Bonus for the fiscal year of such termination; and
(iii) your Target Bonus for the fiscal year of such termination, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment:
Resignation for Good Reason or Termination Without Cause. Following Participant's resignation for Good Reason or termination by the Company without Cause, the Participant (or Participant's legal representative) may exercise the Option only to the extent that such Option are exercisable on the Termination Date or as otherwise determined by the Committee. Such Option must be exercised by the Participant, if at all, as to some or all of the Vested Shares calculated as of the Termination Date for a period of thirty (30) days from the later of such Termination Date but, in any event, no later than the expiration of the Option.
