Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason, the Employee shall be entitled to the following payments and benefits:
(i) Those described in Section 6(b)(ii);
(ii) As of his Date of Termination, the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee's interest in which shall vest in accordance with such plan's terms), including, without limitation, any stock options and awards under any Stock Plan in effect and all benefits under any SERP in effect, in which he was a participant at the time of the termination of his employment;
(iii) Reimbursement of all expenses incurred by the Employee through the use of any executive out-placement services to assist him to seek other employment, which shall include, but not be limited to (A) secretarial services, use of an office, phone, office supplies and office services comparable to the level of such services and supplies available to the Employee prior to the Date of Termination and (B) all unreimbursed travel expenses incurred by the Employee to seek other employment up to a maximum amount of Five Thousand Dollars ($5,000); and
(iv) A single lump sum payment, payable within thirty (30) days of the Date of Termination, equal to the Employee's non-vested interest under any tax qualified retirement or savings plan maintained by the Company which is forfeited by the Employee under such plan's terms upon his termination of employment.
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
(A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed — all, as of the Date of Termination; and (B) any benefit following termination of employment for which he may be eligible under the terms of the fringe benefit plans, policies and programs described in Paragraph 4. In addition, the Employee shall be entitled to a pro rata award under the incentive compensation program which is applicable to the Employee as of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and based on the award that would have been paid had the Employee’s employment not terminated. Such pro rata award shall be payable on the later of (I) the date on which the award would have been paid had the Employee’s employment not terminated and (II) the first day of the seventh month following the Date of Termination; and
ii. On the first day of the seventh month following the Date of Termination, the Employee will be entitled to receive a lump sum payment equal to six months’ of the base salary applicable to the Employee on the Date of Termination. Beginning on the first day of the seventh month following the Date of Termination, the Employee will be entitled to continuation of his base salary (applicable to the Employee on the Date of Termination) for a period of six months; provided that these payments will be made in separate, equal payments no less frequently than monthly over such six-month period.
iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company’s group health plan. In the event of the Employee’s death prior to the time that all payments described in Paragraph 7(c) have been completed, such payments and benefits shall continue to be paid in accordance with this Paragraph 7(c) to the Employee’s beneficiary [as designated pursuant to Paragraph 7(a)], or, in the absence of a beneficiary desig...
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
i. Those described in Paragraph 7(a) as if the Employee had died on his Date of Termination
ii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to one (1) year of the base salary applicable to the Employee on the Date of Termination.
iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company's group health plan.
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the Term of Employment, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
Termination by Company Without Cause, or Termination by Employee for Good Reason. The Employee may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Employee terminates this Agreement for Good Reason, or the Company terminates the Employee without Cause, the Employee shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 months’ Base Salary; and (iii) all unexercised stock options previously granted to the Employee shall thereupon become fully vested, and the Employee shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Employee’s authority, duties or responsibilities (unless Employee has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Employee terminating his employment with the Company for Good Reason, Employee must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Employee believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then Employee’s employment shall be deemed terminated for Good Reason. The Employee shall receive the payments provided herein at such times he would have received them if there was no termination.
Termination by Company Without Cause, or Termination by Employee for Good Reason. If the Employee’s employment with the Company is terminated by the Company without Cause, or by Employee for Good Reason, the Company will, within the time period as required under the laws of the State of California, pay in a lump sum amount to the Employee his accrued and unpaid base salary, prorated bonus, if any (see Section 3(b) above and Exhibit A), unreimbursed expenses and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). Additionally, in lieu of a termination of employment, the Employee has the option of continuing employment by electing to become a part-time consultant to the Company in exchange for severance pay. In that event, the Company will pay the Employee’s base salary for twelve (12) months (the “Consulting Period”) in periodic payments in accordance with ordinary payroll practices and deductions. The payment will be owed and paid by the Company provided that the Employee: (i) serves as an exclusive part-time consultant during the Consulting Period; (ii) agrees not to compete with the Company, directly or indirectly, during the Consulting Period in accordance with Section 2(b) above; and (iii) agrees to and signs a general release of claims in a form and manner reasonably satisfactory to the Company. The amount of any severance pay provided to the Employee under this Section 8(d) shall not be reduced by any compensation earned by the Employee as the result of employment by another employer during the Consulting Period or offset against any amount claimed to be owed by the Employee to the Company. In addition, notwithstanding any other provision of this Agreement to the contrary, to the extent that (i) any amount paid pursuant to this Section 8(d) is treated as nonqualified deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”) and (ii) the Employee is a “specified employee” pursuant to Section 409A(2)(B) of the Code, then payments for months one (1) through six (6) of the Consulting Period shall be made on the date which is six (6) months after the date of the termination of the Employee’s employment hereunder and all further payments shall be made on a monthly basis for the remaining term of the Consulting Period.
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
(A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed - all, as of the Date of Termination; (B)
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
(A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed -- all, as of the Date of Termination; (B) a pro rata award under the incentive compensation program which is applicable to the Employee as of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and payable when the award would have been paid had the Employee's employment not terminated; and (iii) any
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event either (i) the Company terminates the employment of the Employee, other than pursuant to subsections (a), (b) or (c) above, or (ii) the Employee terminates his or her employment, other than pursuant to subsections (d) or (e) above, for Good Reason, the Company shall provide to the Employee or any other assignee as provided in Section 10 below, continued payment to the Employee of the Base Salary then in effect at intervals in accordance with the Company’s standard payroll practice until the later of (i) three (3) months from the date of such termination, or (ii) the expiration of the Term of this Agreement. Good Reason defined. For purposes of this Agreement, the term “Good Reason” shall mean a termination by the Employee after the occurrence of any of the following events:
Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits:
i. Those described in Paragraph 7(a) as if the Employee had died on his Date of Termination.
ii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the base salary applicable to the Employee on the Date of Termination.
iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company's group health plan.
iv. Within thirty (30) days after the Date of Termination, the Company will remove, and will provide Employee with evidence of its removal of, any restrictions which then exist on grants of restricted Common Shares of the Company under the Company's Incentive Stock Plan. This provision applies only to grants of restricted shares, and not to options, granted under said Plan.
