Resignation for Good Reason; Termination without Cause. In the event the Agreement Term and the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company for any reason other than for Cause, Disability or death, the Company shall pay to the Executive and provide him with the following:
Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company.
Resignation for Good Reason; Termination without Cause. (1) If Executive terminates her employment for Good Reason pursuant to Section 10(d) or Employer terminates Executive without Cause pursuant to Section 10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive:
(i) Executive’s then-current base salary from the Date of Termination through the remainder of the Term, but not less than for a period of one (1) year;
(ii) Any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid;
(iii) Reimbursement of expenses described in Section 6(d) incurred as of the Date of Termination but not yet reimbursed; and
(iv) Immediate acceleration of vesting of all Discretionary Performance Shares and/or Stock Options which have been granted to Executive and not lapsed prior to the date of termination.
(2) The payment to which Executive is entitled pursuant to subparagraphs (i) and (ii) of Section 11(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount.
(3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
(4) Executive understands and agrees that, in the event of a breach of Section 13(a) of this Agreement, any monthly installment payments of amounts payable pursuant to this Section 11(c) which are unpaid as of the date of such breach shall be immediately and irrevocably forfeited.
Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his employment for Good Reason pursuant to Section 11(d) or Employer terminates Executive without Cause pursuant to Section 11(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive:
(i) Executive's then-current base salary from the Date of Termination through the remainder of the Term;
(ii) Any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid;
(iii) Reimbursement of expenses described in Section 7(e) incurred as of the Date of Termination but not yet reimbursed; and
(iv) Immediate acceleration of vesting of all stock options which have been granted to Executive prior to the date of termination.
(2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount.
(3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Resignation for Good Reason; Termination without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause (other than as a result of death or Disability) or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) the Company shall pay to Executive as soon as reasonably practicable but no later than the 60th day following the Date of Termination the following in a lump sum, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) of this Agreement, and (D) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)–(D), the “Accrued Obligations”); and
(ii) subject to Section 4(e) of this Agreement, on the 60th day after the Date of Termination, the Company will pay Executive a lump sum amount equal to one times the sum of (x) Executive’s Annual Base Salary as in effect as of the Date of Termination and (y) the annual Bonus paid or to be paid with respect to the fiscal year completed most recently prior to the Date of Termination (the “Severance Payment”).
Resignation for Good Reason; Termination without Cause. If ------------------------------------------------------ Employee's employment is terminated by Employee for Good Reason or by the Company Without Cause, Employee (or Employee's heirs or assigns if such termination is pursuant to the death of Employee) will be entitled to receive severance benefits as follows:
(A) Employee will be entitled to receive Employee's regular monthly salary for the greater of (x) the remainder of the Term during which Employee is terminated, or (y) six (6) months (the "Severance Period"). Such ---------------- payments shall be made ratably over the Severance Period according to the Company's standard payroll schedule.
(B) Employee will be entitled to receive payment on the date of termination of any bonus payable under Section 4(c).
(C) Health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost over the Severance Period.
(D) All amounts payable to Employee pursuant to those certain Promissory Notes with aggregate principal amount of even date herewith (the "Notes") including without limitation any interest due thereon, shall become immediately due and payable without regard to the terms of the Notes and such amounts will be immediately paid to Employee.
Resignation for Good Reason; Termination without Cause. In the event that the Employment Period and the Employee’s employment hereunder is terminated by the Employee for Good Reason or by the Company as a Termination Without Cause, the Company shall pay the Employee: (i) any earned but unpaid Base Salary through the date of termination, (ii) any unreimbursed business expenses as of the date of termination under Section 4(e) hereof and (iii) subject to Section 6(d) below, severance pay equal to six (6) months of Base Salary at the rate then in effect, payable in equal installments over a six month period following the date of termination in accordance with the normal payroll practices of the Company.
Resignation for Good Reason; Termination without Cause. If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason during the Term, Executive shall be entitled to receive the following severance payments in addition to the Accrued Amounts:
(i) monthly severance payments during the period from the date of Executive’s employment termination until the date twelve (12) months after the effective date of the termination (the “Twelve Month Severance Period”) equal to the monthly Base Salary which Executive was receiving immediately before employment termination (determined after disregarding any reduction in Base Salary that constitutes Good Reason);
(ii) a lump-sum payment immediately upon expiration of the Twelve Month Severance Period equal to six (6) months’ Base Salary which Executive was receiving immediately before employment termination (determined after disregarding any reduction in Base Salary that constitutes Good Reason);
(iii) a lump sum cash payment equal to the prorated amount of the full-year Bonus Executive would have received under Section 2.2 for the fiscal year in which the termination occurs, if any, calculated by multiplying the amount that would have been paid based on the extent to which performance goals established by the Compensation Committee have been achieved in respect of the fiscal year in which the termination occurs as certified by the Compensation Committee or Board, as applicable, by a fraction, the numerator of which is the number of days during such fiscal year through the end of the month in which Executive was employed by the Company (or a successor corporation) and the denominator of which is 365, with any such prorated Bonus to be paid in accordance with Section 2.2; and
(iv) if (1) a successor to Xxxxx Xxxxxx as Chief Executive Officer terminates Executive without Cause during the period beginning on appointment of a successor to Xxxxx Xxxxxx as Chief Executive Officer and ending three months thereafter (the “CEO Transition Protection Period”), or (2) Executive’s employment voluntarily terminates for Good Reason, provided that Executive submitted the written notice of his voluntary termination for Good Reason as described in section 4.2(c) during the CEO Transition Protection Period, the Executive shall also be entitled to receive immediate accelerated vesting of the portion of any then unvested equity awards that would have vested assuming for such purpose that Executive had completed an additional 12 months of employment; provided, ...
Resignation for Good Reason; Termination without Cause. In the event that before the Retention Payments are fully paid, PCT terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive voluntarily terminates his employment for Good Reason, or if Executive’s employment under the Employment Agreement is terminated by reason of death or Disability, in each case pursuant to the Employment Agreement, the Company shall, in full discharge of all of the Company’s obligations to the Executive hereunder or otherwise, pay to Executive or his estate, as the case may be, the unpaid Retention Payment(s). Any such payment shall be made within ten (10) business days after the date of the relevant termination in immediately available funds to an account specified by Executive or his estate, as the case may be.
Resignation for Good Reason; Termination without Cause. If the Executive’s employment is terminated by the Executive for Good Reason or by the Company without Cause, in either case at any time prior to the expiration of the Term, the Executive shall be entitled to the following benefits:
(i) In addition to the payment of all Base Salary and any Bonus earned but not paid, or a pro rata portion of the guaranteed minimum Bonus under Section 3(b) of this Agreement if the Date of Termination occurs prior to the end of any fiscal year, on a date (the “Payment Date”) that shall be determined by the Company and shall be within sixty (60) days following the date of the Executive’s Separation from Service (as defined in Section 8) the Company shall make a lump sum payment to the Executive equal to two times the sum of:
(x) his highest Base Salary, plus
(y) the highest Bonus percentage paid or payable to the Executive at any time prior to his Date of Termination times his highest Base Salary
