Severance Event. (a) For the purposes of this Agreement:
Severance Event. A Severance Event occurs if the Company or an Affiliate terminates Employee's employment for any reason during Employee's Transitional Period, except for a termination due to a felony conviction or Employee's continued and willful failure to be present and perform Employee's duties or a termination resulting from the expiration, without renewal, of Employee's term of employment at the end of the initial term or any subsequent term. A Severance Event also occurs if Employee resigns or retires at a time which is during Employee's Transitional Period and within 90 days after the Company and its Affiliates have done any of the following:
1. fail to maintain Employee's base salary at a level that is equal to the higher of the level in effect immediately prior to the Change in Control, or the level to which it has been increased after the Change of Control; or
2. fail to provide for Employee's participation in (a) the Company or an Affiliate's annual bonus plan; stock option or other equity incentive programs; or group medical, dental, life, disability, retirement, profit sharing, thrift, nonqualified and deferred compensation plans, in each case on a basis comparable to that enjoyed by other employees of the Company or any of its Affiliates with duties comparable to those of Employee; or
3. fail to provide vacation and perquisites substantially equivalent to those provided by the Company or any of its Affiliates to employees with comparable duties, and at least as favorable as those provided immediately before the Change in Control Date; or
4. change Employee's duties and responsibilities so that they are not at least commensurate with those immediately prior to the Change in Control Date; or 9 OrthoLogic Corp. Employment Agreement Exhibit A Transitional Compensation
5. change Employee's primary place of employment by more than 25 miles from Employee's current office location or more than 10 additional miles from Employee's primary residence.
Severance Event. A severance of the Participant’s employment with the Employer within the meaning of Section 457(d)(1)(A)(ii) of the Code. In general, a Participant shall be deemed to have experienced a Severance Event for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. If the Plan does not allow participation by independent contractors of the Employer, a Participant shall also be deemed to have experienced a Severance Event for purposes of the Plan when, in accordance with the established practices of the Employer, the Participant ceases to be an employee and becomes an independent contractor. If the Plan allows participation by independent contractors of the Employer, then in the case of a Participant who is an independent contractor of the Employer, a Severance Event shall be deemed to have occurred when the Participant’s contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant’s services, and it is not anticipated that the Participant will become an Employee of the Employer, or such other events as may be permitted under the Code.
Severance Event. Except where there has been a "Change of Control" --------------- (as defined in Section 11 hereof) if the Executive's active employment with RSC as Chairman and Chief Executive Officer or as Chairman or as an employee/consultant is "Terminated Without Cause" (as hereinafter defined) or if Executive resigns from his employment because RSC fails to perform any of the material terms of this Agreement after written notice from the Executive (any of which shall constitute a "Severance Event"), the Executive shall receive: (i) payment of an amount equal to the aggregate base salary he would have earned during the remaining Term of this Agreement had he remained in the position he held immediately prior to the Severance Event; (ii) the aggregate Annual Incentive Compensation Opportunity for which the Executive could have been eligible (without regard to the other terms and conditions of the Bonus Plan) under Section 4 herein during the remaining Term of this Agreement had he remained in the position he held immediately prior to the Severance Event, (iii) the immediate vesting and lapse of all restrictions on all of Executive's shares of restricted stock; and (iv) the immediate vesting of all Options previously granted pursuant to the Option Plan. These options will be exercisable for the shorter of (i) their remaining terms prior to stated expiration or (ii) five years from the Severance Event or (iii) the periods permitted/required under the applicable Option Plan and any applicable option agreements. The Executive shall receive the base salary portion of his severance compensation in a lump sum discounted to present value using the three-year treasury xxxx rate then in effect, and the portion attributable to his Annual Incentive Compensation shall be payable each year within fourteen (14) days after determination of whether the applicable goals were met.
Severance Event. Executive shall be entitled to receive Severance Benefits, as described herein, if during the term set forth in Section 3 upon the occurrence of (a "Severance Event"):
(a) the Company eliminates Executive's current position with Company and Executive declines or fails to response to the Company's offer of another Company position within seven (7) working days; or,
(b) the Company eliminates the Executive's current position with Company and does not offer the Executive another position with the Company.
Severance Event. If the Termination Date occurs by reason of Resignation with Good Reason or General Discharge as set forth in Sections 5.1.3 or 5.1.6 above, then:
(i) the Executive shall receive the Vested Arrangements;
(ii) all unvested RSUs shall accelerate, become fully vested and be delivered to the Executive; unvested Bonus Restricted Shares in an amount equal to (A) the number of whole months elapsed in a year, beginning on December 1 and ending on the next subsequent November 30, for which such Bonus Restricted Shares are available, multiplied by (B) 104,167 shall accelerate and become fully vested upon the Termination Date; all remaining unvested Bonus Restricted Shares shall be returned to the Company upon the Termination Date; and all other unvested equity-based awards granted to the Executive shall accelerate and become fully vested upon the Termination Date;
(iii) to the extent the Executive holds vested stock options, he shall have three (3) years following the Termination Date in which to exercise such options, or, if longer, the length of time provided for post-termination exercise per the award agreement granting such option; and
(iv) to the extent the Executive (and any eligible dependents) was receiving health benefits immediately prior to the Termination Date, he (and any eligible dependents) shall continue to receive such health benefits for a period of twelve (12)
Severance Event. Severance Event means a severance of the Participant's employment with the Employer within the meaning of Code section 457(d)(1)(A)(ii). In the case of a Participant who is an independent contractor of the Employer, a Severance Event shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, that the Employer does not foresee the possibility that it will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer, or such other events as may be permitted under the Code and any Treasury Regulations promulgated thereunder.
Severance Event. The term “Severance Event” means any cessation of your employment at the Company, whether as a result of a decision by you or a decision by the Company, except that a “Severance Event” does not occur if the cessation of your employment occurs as the result of (i) a decision by the Company to terminate your employment for Cause; (ii) a decision by you to leave employment with the Company in the presence of circumstances that would have supported a decision by the Company to terminate your employment for Cause; or (iii) an employment termination that entitles you to receive severance benefits under the Merck & Co., Inc. Change in Control Separation Benefits Plan as in effect from time to time.
