Termination by Company other than for Cause. In the event Employee’s employment is terminated by Company other than for Cause, Employee shall be entitled to (i) Severance, payable as described in Section 4.4.1(c), (ii) the Acceleration Payment, payable as described in Section 4.4.1(a), (iii) Severance Benefits for the Severance Benefit Term, and (iv) the accelerated vesting at the time of termination of any stock options, RSUs or other equity grants (with respect to which payment, if any, also shall be made upon such vesting) issued by Company to Employee, provided that the accelerated vesting will only accelerate payment under clause (iv) where permitted by Section 409A (as defined below).
Termination by Company other than for Cause. If, during the Term of this Agreement, Executive's employment with the Company is terminated by the Company other than For Cause, then Executive shall be entitled to the following severance benefits:
(i) The Company shall, subject to the provisions of Section 7.C. below, pay Executive a severance payment equal to two (2) times his Base Salary with 50% of such severance payment being paid in a lump sum (payable promptly upon the first date provided for such payment pursuant to Section 7.C below), and the remaining fifty percent (50%) of such severance payment and any accrued bonus, shall be payable in twelve (12) equal, monthly installments, without interest. Such severance payment shall be made with respect to Executive's Base Salary as in effect as of the date of his termination of employment with the Company, but without giving effect to any reduction in Base Salary that might have occurred after a Change of Control.
(ii) All of Executive's stock options shall become immediately vested and exercisable (which exercise, at Executive's option, may be a "cashless" exercise) for up to the longer of (i) five (5) years after termination of Executive's employment with the Company, or (ii) the remainder of the option period provided for in the Company's option plan; and
(iii) For a five (5) year period following the date of Executive's termination of employment with the Company, the Executive shall be entitled to Benefits Continuation. If Executive commences other full-time employment elsewhere where benefits of equal or superior quality are available, the Company's obligation to provide Benefits Continuation shall cease, except with respect to any pre-existing conditions, which are not adequately covered by the newer benefits.
Termination by Company other than for Cause. The Company shall have the right to terminate your employment prior to its normal expiration under this Agreement, without cause, in which event the Company shall pay you in one lump sum, in accordance with Paragraph 10.c.i and/or 10.c.ii of this Agreement.
Termination by Company other than for Cause. By giving at least ninety (90) days prior written notice, Company may terminate Employee’s employment hereunder at any time. After any such notice of termination, the following ninety (90) day period shall be counted as a period of regular employment for all purposes under this Agreement, unless expressly provided otherwise, including the payment of Base Salary and the accrual and vesting of Incentive Compensation.
Termination by Company other than for Cause. The Company shall have the right to terminate the Executive’s employment for any reason or no reason by giving the Executive written notice at least ninety (90) days in advance of the applicable Termination Date, unless the Company and the Executive mutually agree to an earlier or later Termination Date.
Termination by Company other than for Cause. The Company may effect a Termination Other Than for Cause (as defined in Section 6.1.2 herein) of Employee's employment at any time upon giving written notice to Employee of such termination and without liability except as specifically set forth in this Subsection. The termination shall be effective as of the time set forth in such notice. At the effective time of any Termination Other Than for Cause, the Company shall pay Employee his salary as set forth in section 3.1 of this Agreement for the remainder of the Term and any reasonable and necessary business expenses incurred by Employee in connection with his duties hereunder to the date of termination, and Employee shall receive the benefits contemplated by Subsections 3.2.5 (b) and (c) of this Agreement.
Termination by Company other than for Cause. In the event the Company terminates Executive’s employment other than for Cause, Executive shall be entitled to the following:
(i) Payment of any Base Salary accrued but unpaid as of the date of termination;
(ii) An amount equal to Executive’s monthly Base Salary in effect on the date of termination for a period equal to the greater of the remainder of the Term or twelve (12) months;
(iii) The Company will pay to continue Executive’s health insurance coverage (i.e., make COBRA payments) following the date of termination other than for Cause until the earlier of (A) the greater of (1) the remainder of the Term or (2) twelve (12) months, and (B) until Executive obtains full-time employment, provided that such coverage remains available with respect to Executive; and
(iv) Payment of any and all earnouts, or other consideration amounts payable by the Company pursuant to the Stock Purchase Agreement, whether earned or unearned, within thirty (30) days of the date of termination, and any bonuses earned as of the date of termination pursuant to Section 4(b) of this Agreement.
Termination by Company other than for Cause. Upon a Termination of Employment prior to the Vesting Date effected by the Company for any reason other than Cause (as described in Section 4(b)(v)), upon the Employee’s execution of a Separation Agreement and General Release in favor of the Company after the date of termination the Employee shall become vested in the following number of Restricted Shares:
(A) If less than one-third (1/3) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed all the Restricted Shares will be forfeited;
(B) If at least one-third (1/3) but less than two-thirds (2/3s) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed the number of Restricted Shares that become Vested Restricted Shares pursuant to this Section 4(b)(ii)(B) shall be the number that bears the same relation to all Restricted Shares as (1) the number of full calendar months elapsed from the Grant Date to the last date of Employee’s employment bears to (2) the number of full calendar months between the Grant Date and the Vesting Date, and the remaining Restricted Shares shall be forfeited; and
(C) If at least two-thirds (2/3s) of the period between the Grant Date and Vesting Date has elapsed, all of the Restricted Shares shall fully vest and become Vested Restricted Shares. The Vested Restricted Shares shall be delivered within thirty (30) days from the date of the Employee’s execution of a Separation Agreement and General Release in favor of the Company. Notwithstanding the foregoing provisions of this Section 4(b)(ii), if the Employee refuses to sign, or elects to revoke during any permitted revocation period, the Separation Agreement and General Release, then the vesting of any Restricted Shares pursuant to this Section 4(b)(ii) shall not occur and all Restricted Shares shall be forfeited.
Termination by Company other than for Cause. Company may, at any time, terminate Executive’s employment hereunder without Cause by delivering a written notice of termination. If Company shall terminate Executive’s employment hereunder other than for (x) Cause, (y) death or (z) Disability, then Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment other than (1) Base Salary payments for six (6) months, to the extent unpaid at the date of termination and paid in accordance with Company’s scheduled payroll practices, (2) business expense reimbursement pursuant to Section 7, and (3) continued coverage, at no cost to Executive or his then covered dependents, under Company’s health and insurance programs for three (3) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Executive and his dependents substantially similar coverage and (b) if Executive becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Executive shall be reported by Executive to Company), then Company’s obligations pursuant to this clause (3) shall cease. The payments and benefits to be provided pursuant to this Section 16 upon termination of Executive’s employment shall constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to the Executive and shall be in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company Group. With respect to the Base Salary payments identified in clause (1) above, Executive shall have a duty to reasonably mitigate damages following termination pursuant to this Section 16. The amount of any Base Salary payment provided for under this Section 16 shall be reduced by any compensation earned by Executive within six (6) months of Executive’s termination date with Company. Executive agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination and (b) the amount of all compensation received within six (6) months of Executive’s date of termination with Company.
Termination by Company other than for Cause. Upon the termination by the Company of Participant’s service relationship with the Company other than for Cause (as defined herein and as determined by the Committee in its sole discretion), all Restricted Periods established hereunder shall automatically and immediately terminate and all outstanding Restricted Units granted hereby shall automatically and immediately vest in full. “Cause” shall mean (a) Participant’s conviction of, or plea of nolo contendere to, any felony, any crime or offense causing substantial harm to the Company (whether or not for personal gain) or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (b) Participant’s repeated intoxication by alcohol or drugs during the performance of his or her duties; (c) malfeasance in the conduct of Participant’s duties, including, but not limited to, (i) willful and intentional misuse or diversion of any Company funds, (ii) embezzlement or (iii) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company; (d) Participant’s material failure to perform the duties of Participant’s employment or service relationship consistent with Participant’s position or material failure to follow or comply with the reasonable and lawful written directives of the Board of the Company; or (e) a material breach by Participant of the written policies of the Company concerning employee discrimination or harassment.
