Termination By Company Without Cause or By Employee For Good Reason. If the Employee’s employment by the Company is terminated by the Company other than for Cause, or if the Employee’s employment is terminated by the Employee for Good Reason, the Company shall pay or provide the Employee with the following, subject to the provisions of Section 24 hereof:
(i) the Accrued Benefits;
(ii) subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly for a period of twelve (12) months following such termination, provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following termination of employment and shall include payment of amounts that would otherwise be due prior thereto, and (B) an amount equal to the Employee’s annual bonus for the year of the termination, determined as if the Employee remained employed until the end of such year, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally;
(iii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease;
(iv) all outstanding equity awards, to the extent not ...
Termination By Company Without Cause or By Employee For Good Reason. If the Company terminates Employee’s employment other than for Cause or the occurrence of Employee’s death or Disability, or if Employee terminates his employment for Good Reason, or if Employee’s employment with the Company terminates at the end of the Term because the Company and Employee have not entered into either an extension of this Agreement or a new employment agreement, Employee shall be entitled to receive and the Company shall pay a severance benefit in the gross amount of one and one half (1 1/2) times his Base Salary in effect at the time of such termination in a lump sum payment minus appropriate tax and other withholdings (so long as Employee is not in material breach of this Agreement) (“Severance Payment”) on the sixtieth (60th) day following such termination (“Payment Date”), provided that (i) prior to the Payment Date the Employee executes and delivers to the Company a General Release of all claims relating to his employment and termination from employment in a form provided by the Company (which General Release shall not affect any rights the Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan), (ii) on or prior to the Payment Date, such General Release is not revoked, and (iii) as of the Payment Date, the Employee is not in material breach of this Agreement. The Employee understands that if the conditions set forth in the preceding sentence are not met, he shall not be entitled to the Severance Payment under this section. The Company shall have no further obligations to Employee under this Agreement.
Termination By Company Without Cause or By Employee For Good Reason. If the Company terminates Employee’s employment other than for Cause or the occurrence of Employee’s death or Disability, or if Employee terminates his employment for Good Reason, Employee shall be entitled to receive severance in the gross amount of one and one half (1 1/2) times his Base Salary in effect at the time of termination (so long as Employee is not in breach of this Agreement) (“Severance Payment”), provided that Employee executes, and does not revoke, a General Release of all claims relating to his employment and termination from employment in a form provided by the Company. Subject to Section 9 hereof, the Severance Payment shall be made to the Employee in a lump sum payment, minus appropriate tax and other withholdings, ten (10) days after the General Release is executed by Employee and returned and received by the Company, provided Employee does not revoke the General Release. Employee understands that should he fail or refuse to execute the General Release provided by the Company, or revoke such General Release, he shall not be entitled to the Severance Payment under this section. The Company shall have no further obligations to Employee under the Agreement.
Termination By Company Without Cause or By Employee For Good Reason. If Company terminates Employee's employment other than for Cause or the occurrence of Employee's death or Disability, or if Employee terminates his employment for Good Reason, all of Employee's rights to his Base Salary (so long as Employee is not in breach of this Agreement) shall continue as severance payments until, and terminate upon, the twelve (12) month anniversary of the date of such termination (the "Severance Period"), provided that Employee executes, and does not revoke, a General Release of all claims relating to his employment and termination from employment in a form provided by Company. Employee understands that should he fail or refuse to execute the General Release provided by Company, or revoke such General Release, he shall not be entitled to any severance payments under this section. Employee's Base Salary referred to in this paragraph shall be payable during the Severance Period in equal periodic installments in accordance with Company's regular payroll practices then in effect, but shall cease immediately if Employee is in breach of this Agreement. Company shall have no further obligations to Employee under the Agreement.
Termination By Company Without Cause or By Employee For Good Reason. In the event Employee is terminated by the Company other than for Cause, death or Disability, or in the event the Employee resigns with Good Reason, the Company shall pay the Employee and provide him with the following:
Termination By Company Without Cause or By Employee For Good Reason. (i) If the Company terminates Employee's employment other than for Cause (as defined below) or if Employee terminates his employment for Good Reason (as defined below) or if Employee shall die or become disabled as a direct result of business related activities within nine (9) months of the Effective Date, then (A) within five (5) business days of the date on which Employee's employment is terminated, the Company shall pay to Employee in one lump sum payment that aggregate amount of Base Salary and Bonus that the Company would have paid to Employee during the Severance Period if Employee had remained employed with the Company throughout the Severance Period, (B) during the Severance Period the Company shall continue to make available to Employee the benefits made generally available by the Company to its employees, to the extent permitted under applicable law and the terms of the benefit plans, and (C) all non-vested options to purchase Company stock granted to Employee will immediately become vested. If the date of Employee's termination is on or before the first anniversary of the Effective Date, then for purposes of this Agreement the term "Severance Period" shall mean the period beginning on the date of Employee's termination and ending on the third anniversary of the Effective Date. If the date of Employee's termination is after the first anniversary of the Effective Date, then for purposes of this Agreement the term "Severance Period" shall mean the twenty-four (24)-month period immediately following the date of Employee's termination. This Section 3(c)(i) shall supercede any term to the contrary in all stock option agreements entered into between the Company and Employee, whether now existing or hereinafter executed, and Employee and the Company agree to execute and deliver any amendments to such agreements necessary to effectuate this Section 3(c)(i).
Termination By Company Without Cause or By Employee For Good Reason. (i) If the Company terminates Employee's employment other than for Cause (as defined below) or if Employee terminates his employment for Good Reason (as defined below) or if Employee shall die or become disabled as a direct result of business related activities within nine (9) months of the Effective Date, then (A) within five (5) business days of the date on which Employee's employment is terminated, the Company shall pay to Employee in one lump sum payment that aggregate amount of Base Salary
Termination By Company Without Cause or By Employee For Good Reason. In the event that, during the term of this Agreement the Employee's employment terminates in a Qualifying Termination, as defined in Subsection (a), the Employee shall be entitled to receive the payments and benefits described in Subsections (b), (c) and (d).
Termination By Company Without Cause or By Employee For Good Reason. If Employee's employment is terminated by the Company without Cause pursuant to Section 6.2 prior to the expiration of the Term or by Employee for Good Reason pursuant to Section 6.3 prior to the expiration of the Term, then, in addition to complying with the requirements of Section 7.1, the Company shall, upon receipt of a written release from Employee in form and substance reasonably satisfactory to the Company with respect to all liabilities arising prior to and in connection with such termination (other than under Options and this Section), continue to pay, when due in accordance with Section 4.1, to or for the benefit of Employee or, if applicable, his heirs or estate, as their rights may be, one hundred percent (100%) of any and all payments of: (i) annual base salary; and (ii) 100% of the Company health benefits coverage then in effect (with Company /Employee contributions remaining the same as during the period immediately prior to termination), in each case through the period ending on the 12-month anniversary of the effective date of the termination of Employee's service.
Termination By Company Without Cause or By Employee For Good Reason. (i) If the Company terminates Employee's employment other than for Cause (as defined below) or if Employee terminates his employment for Good Reason (as defined below) or if Employee shall die or become disabled as a direct result of business related activities within nine (9) months of the Effective Date, then, during the Severance Period (as defined below), the Company shall (A) continue to pay to Employee the Base Salary (as then in effect) plus the Bonus, and (B) continue to make available to Employee the benefits made generally available by the Company to its employees, to the extent permitted under applicable law and the terms of the benefit plans. Employee, at his option, may elect to have the cash consideration payable pursuant to subsection (A) above paid in one lump sum payment within five (5) business days of the applicable termination of employment. In addition, if the Company terminates Employee's employment other than for Cause, or if Employee terminates his employment for Good Reason, then, subject to (c)(ii)(A) below, the First Option, the Second Option (solely to the extent the performance goals set forth in the option are achieved during the Severance Period or the five year vesting period of such option is reached during the Severance Period) and any subsequently granted option automatically shall continue to vest pursuant to the terms of Section 2(d)(i) during the Severance Period, unless such termination is after a Change in Control (as defined below), in which case Section 18(b) of the First Option Agreement and the Second Option Agreement shall control and the options shall become fully vested and exercisable immediately prior to such Change in Control. If the date of Employee's termination is on or before the first anniversary of the Effective Date, then for purposes of this Agreement the term "Severance Period" shall mean the period beginning on the date of Employee's termination and ending on the second anniversary of the Effective Date. If the date of Employee's termination is after the first anniversary of the Effective Date, then for purposes of this Agreement the term "Severance Period" shall mean the twelve (12)-month period immediately following the date of Employee's termination.
(ii) The Company's termination of Employee's employment shall be for "Cause" if Employee: (A) exhibits willful misconduct or dishonesty which materially and adversely effects the business reputation of Employee or the Company; (B) is convicted of a...
