Common use of TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON Clause in Contracts

TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's employment without Cause or Employee shall terminate his employment for Good Reason, then: (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the annual Base Salary in effect at the time Notice of Termination is given, to be paid in the normal pay periods of the Company over the three year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of Control (as defined below), Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the "base amount" (as such term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid in the normal pay periods of the Company over the three year period following the date of termination; and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options as defined in Section 422 of the Code ("NQSO") may be exercised by Employee shall be extended until the expiration date of such options and (z) if Employee so elects in writing within 90 days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISO") as defined in Section 422 of the Code shall be converted into NQSO and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO as of the date of termination.

Appears in 4 contracts

Samples: Employment Contract (Unique Casual Restaurants Inc), Employment Contract (Daka International Inc), Employment Contract (Unique Casual Restaurants Inc)

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TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's employment without Cause or Employee shall terminate his employment for Good Reason, then: (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the annual Base Salary then in effect at the time Notice of Termination is given, to be paid in the normal pay periods of the Company over the three year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of Control (as defined below), ii) Employer shall continue to pay Employee his Base Salary at the rate and in accordance with its payment practices in effect at the time Notice of Termination is given until such time as liquidated damages the Employment Period would have ended pursuant to Employee an amount equal to three (3) times the "base amount" (as such term is defined in Section 280G(b)(3) 2 had no Notice of the Internal Revenue Code of 1986, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid in the normal pay periods of the Company over the three year period following the date of termination; Termination been given and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options ("NQSOs") as defined in Section 422 of the Internal revenue Code (the "NQSOCode") may be exercised by Employee shall be extended until the expiration date of such options options, and (z) if Employee so elects in writing within 90 ninety (90) days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISOISOs") as defined in Section 422 of the Code shall be converted into NQSO NQSOs and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO NQSOs as of the date of termination.

Appears in 1 contract

Samples: Employment Contract (Champps Entertainment Inc/ Ma)

TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's ’s employment without Cause or Employee shall terminate his employment for Good Reason, then: ; (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the annual Base Salary then in effect at the time Notice of Termination is given, (ii) Employer shall continue to be paid pay Employee his Base Salary at the rate and in accordance with its payment practices in effect at the normal pay periods time Notice of Termination is given until the Company over later of (x) such time as the three Employment Period would have ended pursuant to Section 2 had no Notice of Termination been given, or (y) for a period of one-year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of Control (as defined below), Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the "base amount" (as such term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid in the normal pay periods of the Company over the three year period following the date of termination; and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: ; (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options (“NQSOs”) as defined in Section 422 of the Internal Revenue Code ("NQSO"the “Code”) may be exercised by Employee shall be extended until the expiration date of such options options, and (z) if Employee so elects in writing within 90 ninety (90) days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISO"“ISOs”) as defined in Section 422 of the Code shall be converted into NQSO NQSOs and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO NQSOs as of the date of termination.

Appears in 1 contract

Samples: Employment Contract (Champps Entertainment Inc)

TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's employment without Cause or Employee shall terminate his employment for Good Reason, then: ; (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the annual Base Salary then in effect at the time Notice of Termination is given, to be paid in the normal pay periods of the Company over the three year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of Control (as defined below), ii) Employer shall continue to pay Employee his Base Salary at the rate and in accordance with its payment practices in effect at the time Notice of Termination is given until such time as liquidated damages the Employment Period would have ended pursuant to Employee an amount equal to three (3) times the "base amount" (as such term is defined in Section 280G(b)(3) 2 had no Notice of the Internal Revenue Code of 1986Termination been given, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid in the normal pay periods of the Company over the three year period following the date of termination; and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: ; (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options ("NQSOs") as defined in Section 422 of the Internal Revenue Code (the "NQSOCode") may be exercised by Employee shall be extended until the expiration date of such options options, and (z) if Employee so elects in writing within 90 ninety (90) days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISOISOs") as defined in Section 422 of the Code shall be converted into NQSO NQSOs and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO NQSOs as of the date of termination.

Appears in 1 contract

Samples: Employment Contract (Champps Entertainment Inc/ Ma)

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TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's employment without Cause or Employee shall terminate his employment for Good Reason, then: (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three two (32) times the annual Base Salary in effect at the time Notice of Termination is given, to be paid in the normal pay periods of the Company over the three two-year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of in Control (as defined below), Employer shall pay as liquidated damages to Employee an amount equal to three two (32) times the "base amount" (as such term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid a lump sum within ten days of such termination; and provided, further, that if termination occurs within twelve months after a Change of Control described in the normal pay periods clause (3)(A) or (3)(B) of the Company over definition thereof below relating to Champps in connection with which Employee is offered and chooses to accept employment with an Acquiror, the three year period following liquidated damages payable to Employee shall be reduced by the date amount of terminationany "sign-on" bonus or similar one-time payment made by Acquiror to Employee in connection with the acceptance of such employment; and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options as defined in Section 422 of the Code ("NQSO") may be exercised by Employee shall be extended until the expiration date of such options and (z) if Employee so elects in writing within 90 days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISO") as defined in Section 422 of the Code shall be converted into NQSO and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO as of the date of termination.

Appears in 1 contract

Samples: Employment Contract (Unique Casual Restaurants Inc)

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