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:
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.
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.
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.
Severance and Non-Competition Payments. (1) If the 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 of the Company (as defined below)), the Company shall pay Employee a severance and noncompetition 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 the Employee in respect of the last year immediately preceding the year of termination, multiplied by the number of years remaining in the Term (including, in the case of a partial year, the fraction of such year which is remaining); provided; however, that a termination during the last twelve (12) months of the 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 Term.
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 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.
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. 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. (a) If the Agreement is terminated (i) by the Company other than as a result of death or Disability of the Employee or for Due Cause (and other than in connection with a change in control (as herein defined) of the Company) or (ii) by the Employee for Good Reason (other than in connection with a change in control of the Company), then the Company shall pay the Employee a severance and non-competition payment equal to the Base Salary in effect at the time of termination for a period equal to the lesser of (x) the remainder of the Term and (y) twelve (12) months; provided, however, that if more then two (2) years is remaining in the Term at the time of termination, such payment shall be for a period equal to fifty percent (50%) of the remainder of the Term. Such severance and non-competition payment shall be paid in equal monthly installments over such twelve (12) month or other period, as the case may be, commencing on the first day of the month following termination. In addition, all Stock Options which otherwise would have vested at the anniversary of the Agreement immediately following such termination shall be deemed to have vested on the date of such termination.
