Termination by Company Without Cause or Termination by Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. Executive may resign from employment during the Employment Period due to:
(i) a failure to provide the compensation and benefits required by this Agreement;
(ii) a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (such reduction not to exceed 20%) or is agreed to in writing by Executive;
(iii) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or
(iv) a material breach by the Company of any of its material obligations under this Agreement (each of which shall constitute a “Company Breach” or “Good Reason”) and such resignation shall be treated as a termination by Executive for Good Reason; provided that, (a) Executive has provided written notice describing such Good Reason in reasonable detail to the Company within 90 days of the initial occurrence of such Good Reason, (b) the Company fails to cure such Good Reason within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason if Executive has incurred a Disability (as defined below). The election by Executive to not renew any Successive Term pursuant to Section 1.1 shall not be a termination for Good Reason and shall not entitle Executive to Severance Pay. However, the election by the Company to not renew any Successive Term pursuant to Section 1.1 shall be deemed to be a termination without Cause effective as of the termination of the Successive Term and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described in Section 3.6 hereof, as applicable. In the event of a termination by the Company without Cause or a termination by Executive for Good Reason, the Company shall pay Executive his Base Salary and provide employee benefits under Section 2.4 through the termination date. In addition, subject to the requirements set forth in Section 3.7, Section 3.8, and Section 3.9, the Company will provide the followin...
Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) by the Company without Cause (and other than due to the Executive’s death or Disability) (for avoidance of doubt, termination of the Executive’s employment by the Company without Cause shall include the failure of the Company to not renew or extend the term of the Executive’s employment at the end of the Employment Term without Cause) or (y) by Executive for Good Reason (and either such termination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the earned but unpaid portion of Executive’s Base Salary through the employment termination date; (ii) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 7(c) above, but for which Executive has not yet been reimbursed; (iii) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the employment termination date; (iv) any Annual Bonus earned with respect to the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter shall be exercisable until the earlier of (A) 12 months after the Employment termination date or (B) the original expiration date of such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the options to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at the Base Salary rate for an additional twenty-four (24) months (the “Severance Period”); provided, however, any such severance payments will immediately end if (1) Executive is in material violation of any of his obligations under this Agreement, including Section 11; or (2) the Company, after Executive’s termination, learns of any facts about his job performance or conduct that would have given the Company Cause, as defined in Section 8(c), to terminate his employment. Any amount...
Termination by Company Without Cause or Termination by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause, or by the Executive for Good Reason, including a termination resulting from delivery by Company of an intention not to renew this Agreement in accordance with Section 2, then, in addition to complying with the requirements of Section 8.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of the Release described in Section 8.7, make the following payments and extend the following benefits to Executive or, if applicable, his or her heirs or estate; provided Executive has incurred a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h):
(a) A salary-based severance benefit equal to the product of (i) Executive’s monthly base salary, at a rate equal to Executive’s monthly salary rate in effective as of the date of termination, multiplied by (ii) the number of months in the applicable Severance Period as defined in Section 8.5, which amount shall be paid as provided in Section 8.4; and
(b) To the extent permitted by applicable law, the Company shall continue Executive’s group health benefits plan coverage then in effect (with Company /Executive contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period not to exceed (i) the maximum amount of time that Executive is eligible to obtain group health benefits plan coverage under the Consolidated Omnibus Reconciliation Act (“COBRA”); or (ii) the date Executive receives substantially similar coverage from another employer.
Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Executive shall be entitled to the following payments and benefits:
(1) Those described in Paragraph 7(a) as if the Executive had died on his Date of Termination.
(2) Payment of an amount equal to the sum of the Base Salary (assuming no increases) payable to the Executive for remaining term of this Agreement assuming no termination, plus (B) two (2) times the average of the Annual Bonuses paid or payable to the Executive during the term of this Agreement, payable in twelve (12) equal, consecutive monthly installments commencing no later than thirty (30) days after the Date of Termination.
(3) All outstanding options, stock grants, share of restricted stock or any other equity, incentive compensation shall be and become fully vested and nonforfeitable.
(4) The Executive and the Executive's family shall be entitled to receive welfare plan benefits (other than continued group long-term disability coverage) generally available to executives with comparable responsibilities or positions for a period of the lessor of two (2) years from the Date of Termination or until the Expiration Date of this Agreement at the same cost to the Executive as is charged to such executives from time to time for comparable coverage.
Termination by Company Without Cause or Termination by Executive for Good Reason. In addition to the Company's obligations under Section 4.1, if (a) Executive's employment is terminated by the Company without Cause or (b) Executive's employment is terminated by Executive for Good Reason in accordance with the provisions of Section 3.4, the Company shall pay Executive, within thirty (30) days of the Date of Termination, an amount equal to two (2) years' base salary (or if such termination occurs within twelve (12) months after a Change of Control, three (3) years' base salary) at the Executive's then current annual salary. In addition, the Company shall pay to Executive the portion of his annual bonus (his "Pro Rata Bonus") equal to the amount of the bonus he would have earned had he remained employed through the last day of the Fiscal Year in which such termination occurs (based on actual performance results for such Fiscal Year) multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company during such Fiscal Year and the denominator of which is three hundred sixty-five (365). His Pro Rata Bonus shall be paid after the end of the Fiscal Year in which such termination occurs in the same manner as if Executive had been employed for the full Fiscal Year.
Termination by Company Without Cause or Termination by Executive for Good Reason. If
(1) Company terminates Executive’s employment during the Term other than for Cause, or (2) Executive resigns for Good Reason during the Term, then Company shall pay Executive (A) the Accrued Benefits and (B) all amounts Executive is entitled to pursuant to the Employee Retention and Severance Policy (the “Severance Payment”); provided, however, that in the event the chief executive officer of Company, as of the date of Executive’s termination, was not an employee of a Manager Entity or a director of Company, as of the date of the Internalization Agreement, in lieu of (B), Company shall pay Executive as the Severance Payment the amount set forth on Schedule 1. For the avoidance of doubt, if Executive receives the amount set forth on Schedule 1, Executive shall not be entitled to any amounts under the Employee Retention and Severance Policy. Nothing in this Section 2(b) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive.
Termination by Company Without Cause or Termination by Executive for Good Reason. If this Agreement is terminated by the Company without Cause pursuant to subsection F of Section 3 of this Agreement or if this Agreement is terminated by the Executive for Good Reason pursuant to subsection G of Section 3 of this Agreement, then the Company Executive Employment Agreement shall pay to or provide to the Executive the following:
1. A single lump sum cash separation payment equal to twenty-four (24) months Base Salary as in effect as of the date of termination; and
2. Reimbursement of any premiums for COBRA continuation coverage for the Executive or the Executive's spouse paid by the Executive or the Executive's spouse during the eighteen (18) month period beginning on the date of termination. These separation payments and benefits set forth in the preceding sentence shall constitute full satisfaction of the Company's obligations under this Agreement. The Company's obligation to make the separation payments and benefits in this subsection C shall be conditioned upon Executive's:
1. Execution of a Separation and Release Agreement in a form approved by the Company whereby Executive releases the Company from any and all liability and claims of any kind; and
2. Compliance with the restrictive covenants (subsections A, B, and C of Section 7) and all post-termination obligations, including, but not limited, the obligations contained in this Agreement. The Company's obligation to make the separation payments set forth in this subsection C of this Section 4 shall terminate immediately upon any breach by Executive of any post-termination obligations to which Executive is subject.
Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that the Executive's employment is terminated by (i) the Company without Cause or (ii) the Executive for Good Reason, then the Company shall continue to pay or provide, as applicable and in accordance with the Company's normal payroll practices unless otherwise specified, the below stated compensation and benefits to the Executive. The Executive's subsequent death or disability shall in no way affect or limit the Company's obligations under this Section. The Executive shall not be required to mitigate the amount of any payment provided for in this Section by seeking employment or otherwise.
i. The Annual Base Salary of the Executive for a period of one (1) year after expiration of the notice period or termination, whichever is later; Full payment of the total amount of such Annual Base Salary for such period shall be made in a lump sum within fifteen (15) days after Executive’s termination of employment;
ii. The equity participation for the twelve (12) month period following the date on which the Executive was terminated will be granted in full as of the date of termination;
iii. A payment equal in amount to two (2) semi-annual bonuses. This payment will be made within 15 days after Executive’s termination of employment. The payment shall be calculated based on the potential semi-annual bonuses tied to the annual sales in effect at the time of termination and shall be paid irrespective of whether the Company achieved or was on track to achieve its internal financial goals for the calendar year and/or whether a semi-annual bonus had already been paid to the Executive in the calendar year of termination.
iv. The long-term incentive payment for which the Executive was potentially eligible. This payment will be made within 15 days after Executive’s termination of employment. The payment shall be calculated as if the Company had achieved minimum cumulative EBITDA of [*****] dollars irrespective of whether the Company had achieved it or was on track to achieve it. Additionally, if on the date of termination, the Company has achieved more than [*****] dollars of cumulative EBITDA, then the Executive shall also receive five ($.05) cents for every EBITDA dollar achieved over [*****] dollars.
v. Continuing coverage for all purposes (including eligibility, coverage, vesting and benefit accruals, as applicable), for the salary continuation period described in subsection (a)(i) above, to the extent not prohibited by law, for the Executive and his eligible ...
Termination by Company Without Cause or Termination by Executive for Good Reason. (i) The Company may terminate the Executive's employment other than for Cause at any time upon written notice. The Executive may terminate employment for Good Reason pursuant to clause (ii) below. In the event of either such termination of the Executive's employment, the Executive shall be entitled to payment of the Accrued Benefits and the following:
(A) The Company shall pay the Executive as soon as practicable following the termination a lump sum cash payment equal to the product of (x) and
Termination by Company Without Cause or Termination by Executive for Good Reason. In addition to the Company's obligations under Section 6.1, if (a) Executive's employment is terminated by the Company and such termination does not comply with Section 5.2 or Section 5.5, or (b) Executive's employment is terminated by Executive for Good Reason in accordance with the provisions of Section 5.4, the Company shall (i) pay Executive, within 30 days of the Date of Termination, an amount equal to one year's Base Salary and current year's Annual Target Bonus, whether earned or not, (ii) accelerate the vesting of the Purchased Stock that is to vest over the next 18 months and (iii) the unpaid principal balance under the Personal Loan shall be forgiven at the rate of $83,333 for each full month of service hereunder. In addition, the Company shall pay, or reimburse Executive for (i) the premiums to maintain health insurance for Executive and members of his immediate family in full force and effect for a period of one year after the Date of Termination (which, to the extent permitted by applicable law, shall not count toward or reduce the minimum length of time that the Company is obligated to provide health insurance to Executive and Executive's immediate family under Section 4980(B) of the Code), (B) the premiums to maintain the term life insurance policies maintained by Executive in accordance with Section 2.5(a) in full force and effect for a period of at least one year after the Date of Termination and (C) the premiums to maintain the disability insurance policy maintained in accordance with Section 2.6 in full force and effect for a period of one year after the Date of Termination.
