Severance and Non-Competition Payments. If the Employee’s employment is terminated under this Section 8(d) (including a Constructive Termination (as hereinafter defined), other than as a termination by Employee as a result of death or Disability of Employee or for Cause (and other than during the six months following a “change in control” (as hereinafter defined) of the Company), the following shall apply:
A) the Company shall pay to Employee (w) his Base Salary and accrued vacation pay through the Date of Termination, plus a pro rata portion of the target Bonus Compensation for the year in which the Termination occurs (whether or not such target is actually met) determined based upon the days elapsed in the year divided by 365, as soon as practicable following the Date of Termination, (x) the greater of a lump-sum payment equal to two times Employee’s then current Base Salary or the minimum Base Salary due under the remaining Term and (y) a lump-sum payment equal to the greater of two times the amount of the Bonus Compensation, if any, paid to Employee in the year immediately prior to the year in which the Date of Termination occurs or the target Bonus Compensation due under the remaining Term (whether or not such target is actually met). Such payment under clauses (x) and (y) hereof shall be made as soon as administratively feasible following the Date of Termination and the execution of a valid Release (as hereinafter defined), but in no event more than 45 days following the execution of such Release;
B) the Company shall provide a reasonable allowance for outplacement services, not to exceed $5,000;
C) the Company shall continue to provide Employee with the same level of medical benefits upon substantially the same terms and conditions (including contributions required by Employee for such benefits) as existed immediately prior to Employee’s termination for the longer of the maximum period of time provided under federal law or the remainder of the Term; provided that the Company shall bear the costs of such benefits for the longer of 12 months or the remainder of the Term and, provided further, if Employee cannot continue to participate in the Company’s plans providing such benefits, the Company shall reimburse Employee the cost of obtaining such benefits as if continued participation had been permitted. Notwithstanding the foregoing, in the event Employee obtains employment with another employer and becomes eligible to receive comparable benefits from such employer, the benefits described in...
Severance and Non-Competition Payments. (1) If this Agreement is terminated by the Company other than by reason of death or disability or for Cause, or if this Agreement is terminated by Employee by reason of a Constructive Termination (as defined below) and such termination is other than in connection with a Change of Control (as defined below), the Company shall pay Employee a severance and non-competition payment equal to one and one half (1 1/2) times the Employee's Base Salary (but no Bonus Compensation) at the time of termination. Such severance and non-competition payment shall be payable in equal monthly installments commencing on the first day of the month following termination and continuing for a total of eighteen (18) months. In addition, the Company shall provide, at no expense to the Employee for the eighteen (18) month COBRA period, continued health insurance coverage as in effect from time to time for the Employee and, to the extent they continue to be eligible for such coverage under COBRA, his dependents who were covered by the Company's health insurance plan immediately prior to his termination of employment.
(2) For the purposes of this agreement, a "Change of Control" will be deemed to have occurred upon:
(i) the acquisition by any one person or a group of associated persons (the "Person") of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock then outstanding (the "Outstanding Common Stock") or the voting securities of the Company then outstanding entitled to vote generally in the election of directors (the "Outstanding Voting Securities"), if such acquisition of beneficial ownership would result in such Person beneficially owning either individually or in the aggregate 50.1% or more of the Outstanding Common Stock or 50.1% or more of the combined voting power of the Outstanding Voting Securities; provided, however, that immediately prior to such acquisition such Person(s) was not a direct or indirect beneficial owner of 50.1% or more of the Outstanding Common Stock or 50.1% or more of the combined voting power of Outstanding Voting Securities, as the case may be; and provided further, however, that if such acquisition is by a person who was a shareholder of the Company as of October 31, 2000, then a Change of Control does not occur unless both this Subsection (i) and Subsection (iii)'s change in Board composition provisions are met; or
(ii) approval by the stockholders of the Company of...
Severance and Non-Competition Payments. (1) If this Agreement is terminated by the Company, including by reason of a Constructive Termination (as defined below), other than as a result of death or disability of Employee or for Cause (and other than in connection with a change in control (as defined below) of the Company), the Company shall pay Employee a severance and noncompetition payment equal to the Base Salary for the remainder of the Stated Term earned by the Employee in respect of the last year immediately preceding the year of termination, multiplied by the number of year ends remaining in the Stated Term; provided, however, that a termination during the last twelve (12) months of the Stated Term shall be governed by Subsection 7.4(b)(5) below. Such severance and non-competition payment shall be payable in equal monthly installments commencing on the first day of the month following termination and shall continue for the remainder of the Stated Term.
(2) For purposes of this Agreement, a "change in control" of the Company means and includes each of the following: (i) the acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Rules and Regulations")) by any person or entity or any group of persons or entities who constitute a group (within the meaning of Section 13(d)(3) of the Rules and Regulations) (other than Employee, a member of his immediate family, a trust or similar estate planning vehicle established by Employee, or an entity in which Employee owns, directly or indirectly, a majority of the equity securities or voting rights), of any securities of the Company such that, as a result of such acquisition, such person, entity or group either (A) beneficially owns (within the meaning of Rule 13d-3 of the Rules and Regulations), directly or indirectly, more than 30% of the Company's outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board or (B) otherwise has the ability to elect, directly or indirectly, a majority of the members of the Board; (ii) a change in the composition of the Board such that a majority of the members of the Board are not Continuing Directors (as defined below); or (iii) the closing date of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediate...
Severance and Non-Competition Payments. (1) If this Agreement is terminated by the Company, including a Constructive Termination (as defined below), other than as a result of death or Disability of Executive or for Cause (and other than in connection with a change in control (as defined below) of the Company), the Company shall pay Executive a severance and non-competition payment equal to the sum of (x) an amount equal to the Base Salary for the remainder of the Term plus (y) an amount equal to the Bonus Compensation earned by Executive in respect of the last full fiscal year immediately preceding the year of termination multiplied by the number of full fiscal years remaining in the Term; provided, however, that a termination during the last twelve (12) months of the Term shall be governed by Section 6.4(b)(5) below. Such severance and non-competition payment shall be payable, in Executive's sole discretion, either (i) in a lump sum on the first day of the month following the termination or (ii) in equal monthly installments commencing on the first day of the month following termination and continuing for the remainder of the Term. In addition, all unvested Options shall be deemed to have vested on the date of such termination.
(2) For purposes of this Agreement, a "change in control" of the Company shall be deemed to have occurred if (i) the Company shall have merged or consolidated with an unaffiliated entity in which (A) the Company is not the surviving corporation or (B) the Company shall have transferred or sold all or substantially all of its assets to an unaffiliated entity (other than a transaction which would cause the stockholders immediately prior to such transaction to own at least fifty (50%) of the voting securities of the Company immediately after such transaction), or (ii) there shall be a change in the constituency of a majority of the members of the Board within any twelve (12) month period (other than a change of which a majority of the existing directors voted in favor).
(3) For purposes of this Agreement, "Constructive Termination" shall be deemed to have occurred upon (x) the removal of Executive from, or a failure of Executive to continue as, President and Chief Executive Officer of the Company and (y)
(i) any material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to such positions or (y)(ii) the material breach by the Company of this Agreement and, in any such case, Executive does not agree to such change and...
Severance and Non-Competition Payments. (1) If this Agreement is terminated by the Company, other than as a result of death or disability of Employee or for Cause, the Company shall pay the Employee a severance and non-competition payment equal to the Base Salary for twelve (12) months (but no Bonus Compensation). Such severance and non-competition payment shall be payable in twelve (12) equal monthly installments commencing on the first day of the month following termination.
(2) If this Agreement is not renewed beyond the Term by the parties hereto solely as a result of the refusal by the Company to extend the term, the Company shall pay Employee a severance and non-competition payment equal to the Base Salary for six (6) months (but no Bonus Compensation). Such severance and non-competition payment shall be payable in six (6) equal monthly installments commencing on the first day of the month after expiration of the Term.
(3) If Employee terminates his employment voluntarily prior to the expiration of the Term, Employee shall be paid his unpaid Base Salary (but no Bonus Compensation) through the date of such termination.
Severance and Non-Competition Payments. (1) If this Agreement is terminated by the Company, including by reason of a Constructive Termination (as defined below), other than as a result of death or disability of Employee or for Cause (and other than in connection with a change in control (as defined below) of the Company), the Company shall pay Employee a severance and noncompetition payment, as follows: (i) within ten (10) days following Employee's termination, Employee's unpaid Base Salary through the month in which termination occurs; (ii) within ten (10) days following Employee's termination, a cash payment equal to Employee's daily Base Salary (computed on a 360 day year) in effect at the time of termination, multiplied by the number of accrued and unused vacation days as of the date of termination; (iii) within ten (10) days following Employee's termination, a cash payment equal to any accrued and unpaid expenses incurred by Employee as of the date of termination in accordance with Section 6 hereof; (iv) within ten (10) days following Employee's termination, a cash payment equal to any accrued and unpaid benefits to which Employee may be entitled in accordance with Sections 5.1 or 5.5 hereof; (v) in Employee's sole discretion, either within ten (10) days following Employee's termination or in equal monthly installments commencing on the first day of the month following termination and continuing for the remainder of the Stated Term, Employee's unpaid Base Salary for the period commencing on the first day of the calendar month following Employee's termination and extending for the remainder of the Stated Term; and (vi) in Employee's sole discretion, either within ten (10) days following Employee's termination or in equal monthly installments commencing on the first day of the month following termination and continuing for the remainder of the Stated Term, an amount equal to the Bonus Compensation earned by Employee in respect of the last full fiscal year immediately preceding the year of termination, multiplied by the number of fiscal year ends remaining in the Stated Term; provided; however, that a termination during the last twelve (12) months of the Stated Term shall be governed by Subsection 7.4(b)(5) below.
(2) For purposes of this Agreement, a "change in control" of the Company means and includes each of the following: (i) the acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities...
Severance and Non-Competition Payments. (1) If the Agreement is terminated by Company, including a Constructive Termination (as defined below), other than as a result of death or disability of Employee or for Cause (and other than in connection with a change in control (as defined below) of the Company), the Company shall pay the Employee a severance and non-competition payment equal to the sum of an amount equal to the Base Salary for the remainder of the Term plus an amount equal to the Bonus Compensation earned by the Employee in respect of the last full fiscal year immediately preceding the year of termination multiplied by the number of months remaining in the Term. Such severance and noncompetition payment shall be in equal monthly installments commencing of the first day of the month following termination and shall continue for the remainder of the Term.
(2) For purposes of the Agreement, a “change in control” of the Company shall be deemed to have occurred upon the occurrence of any of the following events: (a) a majority of the directors elected at any annual or special meeting of stockholders or by stockholder consent are not individuals nominated by the Company’s incumbent Board of Directors; (b) any “person” (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), other than the Employee, or any group of which the Employee is a member (within the meaning of Rule 13d- 1(f) of the Rules and Regulations promulgated under the 1934 Act), or an “Affiliate” or “Associate” (as such terms are defined in Rule 405 of the Rules and regulations promulgated under the Securities Ace of 1933, as amended) thereof becomes a beneficial owner (as defined in Section 13(d)(3) of the 1934 Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the Company’s then outstanding securities having the right to vote for the election of directors or all or substantially all of the assets of the Company or commencement (within the meaning of Rule 14d-2 of the Rules and Regulations promulgated under the 1000 Xxx) of a “tender offer” for capital stock of the Company subject to Section 14(d)(2) of the 1934 Act by any person (as defined above) other than the Employee or any group of which the Employee is a member.
(3) For purposes of the Agreement, “Constructive Termination” shall be deemed to have occurred upon: (i) the removal of Employee from or a failure of Employee to continue as Chairman of the Co...
Severance and Non-Competition Payments. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination for all Accrued Obligations. In addition, subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, the Executive shall be entitled to receive a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Constructive Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan; such amount shall be paid in accordance with terms of the Incentive Plan. Furthermore, the Executive shall continue to receive his monthly Base Salary, at the rate in effect as of the date when the Notice of Termination was given, for a twelve (12) month period from the Date of Termination.
Severance and Non-Competition Payments. In accordance with the terms of the Severance and Non-Competition Agreement, as amended, the Employee shall receive as a severance payment, to be paid in equal installments over the twelve months following Employee’s termination, and in accordance with the Company’s normal payroll practices, an aggregate amount equal to the sum of (i) $284,000, being equal to 12 months base salary at the highest rate paid to the Employee in the three years prior to the Termination Date, plus (b) $73,457, being the average annual bonus awarded to the Employee for the last three fiscal years of the Company ended prior to the Termination Date.
Severance and Non-Competition Payments. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15)
