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.
(b) For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s failure to perform those duties that Executive is required or expected to perform pursuant to this Agreement, (ii) Executive’s dishonesty or breach of any fiduciary duty to Employer in the performance of Executive’s duties hereunder, (iii) Executive’s conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude, fraud, dishonesty, theft, unethical business conduct or conduct that impairs the reputation of Employer or any of its affiliates or any felony (or the equivalent thereof in any jurisdiction), (iv) Executive’s gross negligence or willful misconduct in connection with Executive’s duties hereunder or any act or omission that is injurious to the financial condition or business reputation of Employer or any of its affiliates or (v) Executive’s breach of the provisions of Article IV of this Agree...
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. 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. In the event of ----------------------------------------------- termination of Employee's employment hereunder by Employer prior to the end of the Normal Term other than AFor 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:
(i) the highest annual bonus paid to Employee with respect to his performance during the two calendar years preceding his termination of employment, if such termination is before a Change in Control; or
(ii) 150% of the highest annual bonus paid to Employee with respect to his performance during the two calendar years preceding his termination of employment, if such termination is after a Change in Control. Such payment shall be made in equal monthly installments commencing the first day of the first month following such termination.
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 pursuant to Section 4(b) 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 held by Officer on the Termination Date shall become immediately and fully vested and/or exercisable, as applicable.
(ii) If after a "Change in Control" (as defined in Appendix A to this Agreement) and during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause or by Officer for Good Reason, then (A) Employer shall pay Officer in a single payment as soon as practicable after the Termination Date, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash equal to three times the sum of (1) Officer's annual base salary at the Termination Date and (2) the greater of (x) the average of the aggregate bonus and/or incentive award, if any, paid or payable to the Officer for each of the two (2) Fiscal Years preceding the Fiscal Year in which the Officer's termination of employment occurs (or such fewer number of Fiscal Years for which the Officer was eligible to receive a bonus and/or incentive award) and (y) the bonus and/or incentive award paid for the Fiscal Year immediately preceding the date of the Change in Control, (B) Employer shall continue to provide for three y...
Termination by Employer Other Than for Cause. In the event that Employer terminates this Agreement and Employee's Employment without "cause," Employer shall have no further obligation to Employee hereunder or otherwise, except to (i) pay Employee the unpaid portion, if any, of the Salary, Bonus and Benefits payable to Employee, in each case, for the period ending on the date of termination, (ii) provide Employee with the Salary and Benefits to which Employee would have been entitled pursuant to Sections 4.1 and 4.3 during the period from the date of termination until the Expiration
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.
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 all of the PSUs granted to you will become 100% vested upon such termination.
