Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.
(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5.a.(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.
Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates their employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one times Executive’s highest Base Salary over the prior three years. The amount described in clause (i) shall be paid no later than three business days after the day on which employment is terminated. The amount described in clause (ii) shall be paid on the first day of the month following a period of six months after the termination of employment, provided that the payment may be made sooner if either (A) the amount does not exceed the amount described in Section 1.409A-1(b)(9)(iii)(A) (the “IRC Safe Harbor”) or (B) at the Executive’s election, the amount described in clause (ii), is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to clause (ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.
Termination by Employer Without Cause or by Executive for Good Reason. If Executive's employment hereunder is terminated by Employer without Cause or by Executive for Good Reason prior to the fifth anniversary of the Effective Date:
(i) Employer shall pay to Executive, as soon as practicable after the Termination Date, but in no event more than fifteen (15) days after such Termination Date, any Base Salary and Bonus earned but unpaid through the Termination Date.
(ii) Employer shall pay to Executive, as soon as practicable after the Termination Date, but in no event more than fifteen (15) days after such Termination Date, in a lump sum, an amount equal to Two Hundred Twenty percent (220%) of Executive's Base Salary then in effect, provided that such payment shall be made only if Executive is in compliance with his obligations under Section 8 hereof.
(iii) Employer shall pay to Executive, as soon as practicable after the Termination Date, but in no event more than fifteen (15) days after such Termination Date, in a lump sum, any accrued but unused or unpaid vacation.
(iv) Employer shall continue to provide to Executive the major medical coverage set forth in Section 4(b) on substantially the same terms as set forth therein until the earlier of (A) the expiration of one year following the Termination Date and (B) the date Executive has commenced new employment and has thereby become eligible for comparable benefits.
(v) If requested by Executive, Employer shall provide Executive with a reasonably appropriate office and secretarial support and assistance, at no cost to Executive, for a period of up to six (6) months following the Termination Date. Notwithstanding the terms and provisions of this Agreement to the contrary, in the event Xxxx Xxxxxx and Xxxxxx Xxxxxx elect to waive all or a portion of their respective severance benefits as a result of a change of control of Employer, a sale of all or substantially all of the assets of Employer or a merger, sale, consolidation or other transaction in which Employer is not the surviving entity, Executive agrees to waive his severance benefits under this Section 7(c), in the same proportion as are being waived by Xxxx Xxxxxx and Xxxxxx Xxxxxx.
Termination by Employer Without Cause or by Executive for Good Reason. If Executive’s employment is terminated (a) by Employer without Cause (other than upon Disability or death) or (b) by Executive for Good Reason either prior to a Change in Control or within twelve (12) months following a Change in Control: (i) Employer shall pay to Executive the Accrued Obligations, (ii) Executive shall be entitled to receive the Severance Benefits (as defined below in Section 5.5 and subject to the conditions described therein and in Section 5.6), and (iii) Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.3. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events (without Executive’s consent):
Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive's employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual Target Bonus for the year of termination. In addition, Employer shall pay Executive an amount equal to two (2) times Executive's highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the Target Bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater. Provided, however, that the payment and benefits described in this Section 5(b) will only be made conditioned upon Executive signing a Release Agreement.
Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual target bonus for the year of termination; and (ii) an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater. The amount described in 5(b)(i) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in 5(b)(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(ii) until the Executive has signed a Release Agreement.
Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates their employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.
(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the amount described in Section 1.409A-1(b)(9)(iii)(A) (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5.a.(ii), is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.
Termination by Employer Without Cause or by Executive for Good Reason. If Executive is terminated by Employer without Cause or by Executive for Good Reason: (i) Employer shall pay to Executive the Accrued Obligations, (ii) Executive shall be entitled to receive the Severance Benefits (as defined below in Section 5.05 and subject to the conditions described therein and in Section 5.06, (iii) Employer shall pay to Executive any earned, but unpaid, bonus obligation relating to the prior fiscal year payable at the same time as bonuses are paid to the senior management team (but not later than March 15 of the subsequent fiscal year) and (iv) Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.03. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following events (without Executive's consent):
Termination by Employer Without Cause or by Executive for Good Reason. Employer may also terminate Executive’s employment without Cause upon ten (10) days’ written notice to Executive and Executive may also terminate Executive’s employment for Good Reason (as defined below) upon ten (10) days’ written notice. Upon termination of Executive’s employment by Employer without Cause, all compensation and benefits to Executive hereunder shall cease and Executive shall be entitled to, subject to Section 19, (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid Annual Bonus that may have been awarded to Executive under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer’s normal payroll practices or as otherwise required by California law, (3) all of Executive’s vested stock options and other equity awards as of the date of termination of Executive’s employment shall remain exercisable for their full term, subject to the terms of the applicable award agreements, (4) retain and have full ownership of all electronic devices provided to Executive (including, without limitation, a computer, telephone, tablet and printer), provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Executive, (5) an amount, which shall be due and payable within ten (10) days following the effective date of the Release, equal to six (6) months’ salary as provided in Section 5.1, provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall be equal to twelve (12) months’ salary as provided in Section 5.1, any amount due under Section 5.2, and (6) continued participation, at Employer’s cost and expense, of Executive and his dependents for a period of six (6) months following such termination (twelve (12) months if such termination occurs on or following a Change of Control) in any Employer-sponsored group benefit plans in which Executive was participating as of the date of termination. Executive’s right to the compensation and benefits provided for in clauses (5) and (6) of this Section 6.2 shall be conditioned upon Executive having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2:
Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date.
