Termination by Company without Cause; Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive terminates his employment with the Company for Good Reason and, except as otherwise specifically described below, whether such termination without Cause or for Good Reason occurs before or after an occurrence of a Change of Control, then the following shall apply:
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Executive's employment hereunder is terminated: (i) because the Executive does not continue in office pursuant to Section 5(a) hereof; or (ii) by the Company without Cause pursuant to Section 5(b) hereof; or (iii) by the Executive for Good Reason pursuant to Section 5(e) hereof, then in any such event the Company shall pay or provide, as applicable, the following compensation and benefits to the Executive:
Termination by Company without Cause; Termination by Executive for Good Reason i) Notwithstanding anything to the contrary herein and subject to applicable law, the Company may terminate this Agreement without cause at any time upon thirty (30) days' prior written notice to Executive.
Termination by Company without Cause; Termination by Executive for Good Reason. If the Company terminates Executive's employment other than for Cause, death or Disability or if Executive resigns for Good Reason, the Company shall (in lieu of any severance benefits under any Company severance program) pay or provide to Executive compensation and benefits as follows:
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to the Base Salary set forth in paragraph 3(a) (as the same may be increased from time to time), payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit. The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will be will be satisfied as of the Payment Date if, as of the Payment Date, (I) Executive has executed the Release, in connection with his Termination Date; (II) the revocation period required by applicable law has expired and Executive has not revoked the Release within such revocation period, and (III) the Release has become effective.
Termination by Company without Cause; Termination by Executive for Good Reason. In the event of a termination of this Agreement and Executive’s employment hereunder by Company pursuant to Section 4.01(D) or a termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason (as defined in Section 4.01(E) above) pursuant to Section 4.01(E), then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive under this Agreement or other otherwise shall be to: (i) pay and/or provide, as applicable, the Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and (ii) subject to Section 4.02(C) below, and provided Executive has been actively employed in good standing for at least 91 days from the Commencement Date (a) pay to Executive an aggregate amount equal to the Severance Payment (as defined below), (b) if Executive timely elects COBRA coverage, Company shall pay the Company portion of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Executive’s termination of employment with Company during which time Executive shall be responsible for the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new Company before the 12-month anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s health care continuation payments under COBRA shall cease), and (c) the Company agrees to accelerate the vesting of any options that otherwise would have vested on the last day of the calendar quarter during which the termination date occurred. Executive acknowledges that he is obligated to inform Company if Executive obtains new employment or becomes eligible to obtain healthcare coverage from an alternate source before the twelve (12)-month anniversary of Executive’s termination of employment.
Termination by Company without Cause; Termination by Executive for Good Reason. (a) For purposes of this Agreement, “
Termination by Company without Cause; Termination by Executive for Good Reason. (a) Sections 8(b)(ii)-(iv) shall be amended to read in their entirety:
Termination by Company without Cause; Termination by Executive for Good Reason. Subject to subsection (d) of this Section 10, if (A) the Company shall terminate the Executive's employment pursuant to Section 8(c) or (B) the Executive terminates his employment for Good Reason, then the Company shall pay to the Executive his full Base Salary accrued through the Date of Termination at the rate in effect on the Date of Termination. In addition, the Company shall pay to the Executive, as liquidated damages, or severance pay, or both, on the thirtieth (30th) day following the Date of Termination, a lump-sum amount equal to (a) two times the Base Salary then in effect plus (b) two times the annual car allowance provided for in this Agreement (collectively, a "Severance Payment"). In addition, the Company shall maintain in full force and effect, for the continued benefit of the Executive for eighteen (18) months following the Date of Termination, all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, so long as the Executive's continued participation is possible under the general terms and provisions of such plans and programs. To the extent that the Executive's benefits from any pension, profit sharing or other retirement plan or program (whether tax qualified or otherwise) are not vested on the Date of Termination, the Company shall pay to the Executive in 18 equal monthly installments following the Date of Termination, the present value of the difference between the amounts which would have been paid to the Executive had he been fully vested on the Date of Termination and the amounts actually paid or payable to the Executive pursuant to such plans or programs. In addition, if the Date fo Termination, as defined in Section 1, is the date the term of this Agreement expires as specified in Section 2, all stock options granted prior to the Date fo Termination shall become 100% vested.
Termination by Company without Cause; Termination by Executive for Good Reason
