Termination by Company without Cause; Termination by Employee for Good Reason. Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. Employee may terminate Employee’s employment with Company for Good Reason if (i) Employee provides Company with written notice of the condition alleged to constitute Good Reason within 60 days of the initial existence of such condition, (ii) Company is provided with at least 30 days to cure such condition, and (iii) if Company does not timely cure such condition, Employee terminates Employee’s employment with Company within 30 days after the end of the cure period. In the event Company timely cures the condition alleged to constitute Good Reason, Employee shall not be entitled to terminate for Good Reason with respect to such condition. For purposes of this Agreement, “Good Reason” means any of the following without Employee’s consent:
Termination by Company without Cause; Termination by Employee for Good Reason. (i) During the Term. If, during the Term, Company should terminate Employee's employment without Cause (as defined below), or if Employee should terminate his employment for Good Reason (as defined below), Company shall pay to Employee an amount equal to two times the sum of (A) Employee's annual base salary at the rate in effect immediately prior to the date of termination and (B) the average annual bonus payable to Employee for the two (2) years immediately prior to the year during which termination occurred (the "Severance Payment"). The Severance Payment, which shall be in lieu of any amount payable to Employee under the Company's Severance Policy for Senior Management, shall be payable in monthly installments over the Restricted Period (as defined in Section 7(b) below). Notwithstanding any provision of the Performance Share Plan to the contrary, in the event the Employee's employment is terminated pursuant to this Section 6(a)(i), (x) all Performance Shares then outstanding shall vest pro rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company, (y) Employee shall vest in two-thirds of such Performance Shares that are then outstanding which have not vested pursuant to clause (x), and (z) Employee shall be deemed to have been awarded and to have vested in two-thirds of the minimum annual Performance Share grant(s) provided for in Section 4(c) to which he is otherwise entitled and for which a Performance Share grant has not otherwise been made. Employee shall receive a cash payment with respect to all such Performance Shares valued pursuant to the valuation mechanism provided in the Performance Share Plan (which provides a mechanism for determining the number of Performance Shares and the price per share) as applicable to Performance Shares outstanding at the Effective Time and Performance Shares granted subsequent to the Effective Time, respectively. If the performance cycle includes at least one completed year, the payout for each such completed year shall be based on the actual results for the completed year(s) and 100% will be used for uncompleted years; or if the performance cycle does not include any completed years, 100% payout. The value which is obtained by multiplying the number of Performance Shares determined under (x), (y) and (z) above by, the applicable share price determined under the valuation mechanism in the Performance Share Plan at the time of the termin...
Termination by Company without Cause; Termination by Employee for Good Reason. If the Company terminates Employee’s employment hereunder without Cause, or if Employee terminates Employee’s employment hereunder for Good Reason (except for a Change in Control), then Employee shall be entitled to receive only the following compensation: (A) Base Salary through the date of termination or expiration; (B) payment of Employee’s accrued but unused PTO as of the date of termination; (C) any outstanding expense reimbursement payments then due to Employee as of the date of termination or expiration; and, (D) in exchange for Employee executing (and, if applicable, not revoking) a Severance Agreement, the following Severance Payments: (1) the pro-rata portion of any Incentive Bonus to which Employee would have been entitled under Section 4.b. of this Agreement, if any, had Employee remained employed with the Company through December 31 of the fiscal year in which the termination occurred; (2) 12 months of Base Salary; and (3) the equity compensation to which Employee would have been entitled under Section 4.c. had he remained employed with the Company through the end of the Term, with the vesting period for such equity compensation automatically accelerated so that all such equity compensation shall be vested as of the date of termination.
Termination by Company without Cause; Termination by Employee for Good Reason. Severance: If Company terminates employment without Cause and not by reason of death or disability, or if Employee terminates for Good Reason, Company will pay the Accrued Amounts. In addition, if Employee signs a Severance Agreement and General Release of claims substantially similar to the form attached hereto as Exhibit A, Company will pay Employee, in periodic payments in accordance with ordinary payroll practices and deductions, Employee’s current Base Salary for eighteen (18) months plus an amount equal to 1.5 times the amount of Employee’s then current annual target bonus, also paid over eighteen (18) months at the same times as payments of the Base Salary component of severance pay (the “Severance Payments” or “Severance Pay Period”).
Termination by Company without Cause; Termination by Employee for Good Reason. The Company may terminate Employee's employment without Cause (as defined below), and the Employee may terminate Employee's employment for Good Reason (as defined below), in either case by giving the other party hereto seven (7) days prior written notice of such termination. In the event Employee's employment is terminated by the Company without Cause or Employee terminates Employee's employment for Good Reason, during the first one half (1/2) of Employee's Contract Term, Employee shall be entitled to receive an amount equivalent to the average monthly commission earned for the prior twelve month period or paid salary as the case may be, multiplied times nine payable within thirty (30) days of the notice of termination, and no other benefits. In the event Employee's employment is terminated by the Company without Cause or Employee terminates Employee's employment for Good Reason, during the last one half (1/2) of Employee's Contract Term, Employee shall be entitled to receive an amount equal to the average monthly commission earned for the twelve months prior to the termination date multiplied by the number of months remaining on the contract, payable on the 15th of each month for the prior month as patterned by commission payments under this Agreement, and all benefits that Employee would have been entitled to receive under paragraph 4.01(b), during the remainder of the Contract Term.
(a) For purposes of this Agreement, "Good Reason" shall mean:
Termination by Company without Cause; Termination by Employee for Good Reason
