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:
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:
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):
Termination by Company Without Cause or Termination by Executive for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either such case, the Company shall pay the Executive at the time of termination:(i) an amount equal to 6 months’ Base Salary plus payment of 6 months health insurance premiums for the Executive with respect to the policy provided by the Company (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event the Executive has been employed for more than 2 years) and (ii) all of the Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options shall vest immediately upon such termination. The term Good Reason shall mean (x) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and such breach is not cured within 30 days following receipt of notice by the Company; or (z) any “Change in Control” (as defined below) of the Company. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (x) and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not...
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. 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 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 shall pay to or provide to the Executive the following:
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.
Termination by Company Without Cause or Termination by Executive for Good Reason. If the Triggering Event was a Termination by the Company Without Cause or a Termination by the Executive for Good Reason, the Executive shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of a Termination by the Company Without Cause and in the reasonable discretion of the Chief Executive Officer based upon whether it then appears the Potential Annual Target Bonus for the year would have been earned by the Executive had he remained employed by the Company, a pro rata portion of the Executive’s Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Executive was employed during the applicable calendar year), payable in accordance with the Company’s normal payroll practices; provided that in addition: (x) the Executive shall become fully vested in his Time-Vested Option and (y) for each month of the Severance Period (as that term is defined Glossary appearing in Article VII hereof), the Executive shall also be paid an amount equal to one-twelfth (1/12th) of his then current Annual Base Compensation, commencing with the last day of the month of in which occurred the later of (A) the last day of the Employment Period or (B) the expiration of the seven (7) day revocation period within which the Executive could revoke the General Release referred to in clause (i) below (such cash payments being collectively referred to as the “Additional Severance Benefits”); further provided that:
Termination by Company Without Cause or Termination by Executive for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6 of this Agreement and the Executive's execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”), the Executive shall be entitled to receive the following:
