Termination by Employer Other Than for Cause. (i) Except as provided in Section 5(d)(ii), if during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause, then (A) until December 31, 2005 or the second anniversary of the Termination Date, whichever is later (the "Severance Period"), Employer shall (1) continue to pay Officer his annual base salary, at the Annual Rate in effect on the Termination Date, and (2) provide the benefits specified in Section 4(e) hereof, (B) Employer shall pay Officer, within ten (10) days after the end of each Fiscal Year ending during the Severance Period, an amount equal to the total amount of incentive compensation paid or payable to Officer in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's Termination Date occurs (the "Bonus Rate"); provided, however, that in the event the Severance Period ends on a date prior to the end of a Fiscal Year, Employer shall also pay Officer an amount equal to the product of (1) the Bonus Rate and (2) the fraction obtained by dividing (x) the number of days elapsed since the end of the immediately preceding Fiscal Year through the end of the Severance Period by (y) 365, and (C) all non-vested stock options and other equity incentive compensation granted pursuant to Section 4(c) hereof held by Officer on the Termination Date shall become immediately and fully vested and/or exercisable, as applicable.
Termination by Employer Other Than for Cause. (a) If (i) Employer elects to terminate Executive’s employment during the Term for any reason other than Cause (as defined below) or (ii) Employer elects not to extend the Term in accordance with Section 1.02 and Employer would not at such time have Cause to terminate Executive’s employment, then (A) Employer shall continue to pay Executive’s Salary through the later of (1) the third anniversary of the Commencement Date and (2) the first anniversary of the effective date of Executive’s termination of employment and (B) in the event of a termination pursuant to clause (i), all equity-based compensation granted to Executive pursuant to Section 2.03 (including the Initial Grants) shall immediately vest and become exercisable, subject to the other terms and conditions of such grants, provided that Employer shall not be obligated to commence any payment under this Section 3.03, and Executive shall not be entitled to any such acceleration, until such time as Executive has provided an irrevocable waiver and general release of claims, including Executive’s right to notice pursuant to the Employment (Jersey) Law, 2003, as amended (other than Executive’s rights under this Agreement ), in favor of Employer, its affiliates, and their respective directors, officers, employees, agents and representatives in form and substance acceptable to Employer; provided, further, that Employer shall be entitled to cease making, and Executive shall forfeit any entitlement to receive, such payments in the event that Executive breaches any of his obligations under Article IV.
Termination by Employer Other Than for Cause. In the event of ----------------------------------------------- termination of Employee's employment hereunder by Employer prior to the end of the Normal Term other than For Cause as described above, Employee shall be entitled to severance payments in the form of continuation of Employee's base salary, as in effect immediately prior to such termination, for the remainder of the Normal Term. For the remainder of the Normal Term Employee shall also receive an annual payment equal to:
Termination by Employer Other Than for Cause a. If Employer elects to terminate Executive’s employment for any reason other than Cause (as defined below) Employer shall continue to pay Executive’s Salary for one -1- year from the effective date of Executive’s termination of employment, and in the event of a termination pursuant to clause (i), all equity-based compensation granted to Executive pursuant to Clause 2.3 shall immediately vest and become exercisable, subject to the other terms and conditions of such grants. Executive’s rights under Clause 3.5 are subject to the following conditions: (i) that Executive signs a employment termination agreement with the Employer under which the Executive agrees not to dispute a possible dismissal on the part of the Employer or the terms and conditions for such a dismissal, and waives any and all claims against the Employer, the Parent Company and their respective affiliates, directors, officers, employees, agents and representatives in form and substance acceptable to Employer in relation to Executives resignation, and (ii) that the Executive immediately complies with any request from Employer to actually terminate Executive’s employment and/or is released from the duty to work and/or to perform other duties.
Termination by Employer Other Than for Cause. If Employee is terminated by Employer for any reason other than for Cause, Employee’s right to severance benefits under this Agreement shall be as set forth in Sections 6(g) and (h) herein.
Termination by Employer Other Than for Cause. If, during the term of this Agreement, Employer terminates Employee's employment for any reason other than for Cause, Employer's sole obligation and liability to Employee shall be:
Termination by Employer Other Than for Cause. (a) If (i) Employer elects to terminate Executive’s employment during the Term for any reason other than Cause (as defined below) or (ii) Employer elects not to extend the Term in accordance with Section 1.02 and Employer would not at such time have Cause to terminate Executive’s employment, then (A) Employer shall continue to pay Executive’s Salary through the later of (1) April 15, 2008 and (2) the first anniversary of the effective date of Executive’s termination of employment and (B) in the event of a termination pursuant to clause (i), all equity-based compensation granted to Executive pursuant to
Termination by Employer Other Than for Cause. Employer may terminate Employee's employment hereunder at any time by giving at least ninety (90) days prior written notice to Employee of its intention to do so. In the event such notice of termination is given, said ninety (90) day period shall be counted as a period of regular employment for all purposes under this Agreement, unless expressly provided otherwise, including the payment of Base Salary and the vesting of Incentive Compensation.
Termination by Employer Other Than for Cause. If prior to the -------------------------------------------- expiration of Employee's term of employment (except in the termination circumstance described in Paragraph 12(c)), the Employer terminates Employee's employment under this Agreement other than for just or good cause, then the Employer shall be obligated to pay to the Employee, within thirty (30) days after the date of termination, a severance amount equal to the aggregate of Employee's annual base salary (at its level as of the date of termination) which would be payable to the Employee for the balance of the present term of employment. In no event shall the severance amount to be paid Employee under this provision exceed two hundred and fifty percent (250%) of Employee's annual base salary or be less than one hundred twenty-five percent (125%) of Employee's annual base salary.
Termination by Employer Other Than for Cause. If, prior to the Vesting Date, your employment is terminated by the Company other than for Cause, or by you for Good Reason, as defined in (i) an employment agreement between you and the Company, if any, or (ii) a severance benefit plan in which you are a participant, if any, on the Vesting Date a pro rata number of the PSUs then credited to you automatically will vest and the remaining number of your PSUs automatically shall be forfeited. The vested number shall be that percentage equal to [(A¸B)xC]-D, where “A” is the number of calendar months that have elapsed from the Grant Date through your date of termination, “B” is 4 months, “C” is the total number of PSUs that may become payable to you as determined by the Company through its determination of the extent the target cash and cash equivalents balance at fiscal year-end has been achieved, and “D” is the number of PSUs that have already vested immediately prior to your termination of employment. Any fractional calendar month in such 4-month period shall be rounded up to a full calendar month.
