Termination By Employer Without Cause or By Executive With Good Reason. If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period shall terminate as of the Termination Date, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in form and substance reasonably satisfactory to Executive and the Employer, whereby, in general, each party releases the other from all claims such party may have against the other party (other than (A) claims against the Employer relating to the Employer’s obligations under this Agreement, including without limitation, Executive’s rights to indemnification and D&O insurance coverage and to vested benefits under any employee benefit plan of the Employer or any affiliate of the Employer in which Executive participates, and certain other specified agreements arising in connection with or after Executive’s termination, including, without limitation, Employer’s obligations hereunder to provide severance payments and benefits and accelerated vesting of equity awards and (B) claims against Executive relating to or arising out of any act of fraud, intentional misappropriation of funds, embezzlement or any other action with regard to the Employer or any of its affiliated companies that constitutes a felony under any federal or state statute committed or perpetrated by Executive during the course of Executive’s employment with the Employer or its affiliates, in any event, that would have a material adverse effect on the Employer, or any other claims that may not be released by the Employer under applicable law) (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”):
Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits:
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive’s employment and this Agreement is terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then any Restricted Shares that are scheduled to vest during the period from the date of termination through the next Scheduled Vesting Date, as applicable, pursuant to Section 2.5(a) above (but in no event longer than a six-month period following the date of Executive’s date of termination) shall immediately and automatically vest and become non-forfeitable and the remaining unvested Restricted Shares shall terminate and be forfeited by the Executive and revert to the Employer.
Termination By Employer Without Cause or By Executive With Good Reason. If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above (including, for avoidance of doubt, a termination resulting from a notice of non-renewal provided by the Employer pursuant to Section 1 hereof), or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period shall terminate as of the Termination Date, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit C hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”):
Termination By Employer Without Cause or By Executive With Good Reason. In the event that the Executive’s employment and this Agreement is terminated by the Employer pursuant to Section 6.2(e) or in the event that the Executive’s employment and this Agreement is terminated by Executive with Good Reason pursuant to Section 6.2(c):
Termination By Employer Without Cause or By Executive With Good Reason. If, during the Employment Period (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period shall terminate as of the Termination Date, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date, and Executive shall also be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject, in the case of the following items, to (1) Executive’s execution of a mutual release agreement with the Employer in the form attached as Exhibit B hereto (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date (with the 30th day after the Termination Date being referred to herein as the “Payment Date”):
Termination By Employer Without Cause or By Executive With Good Reason. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason prior to the end of the Employment Period hereof, then Executive shall be entitled to: (i) the Accrued Benefits and any earned and unpaid portion of an Annual Bonus Incentive for the fiscal year prior to the fiscal year of termination (the “Unpaid Bonus”); (ii) a lump sum separation payment equal to one (1) times the annual Base Salary plus one (1) times the Average Bonus (as defined below); and (iii) the Annual Bonus Incentive determined for the full fiscal year based solely upon the operations and investment performance of the Company for the twelve (12) month period through and including the end of the fiscal quarter in which Executive’s employment is terminated hereunder multiplied by a fraction, the numerator of which is the number of months (including the month of termination) during the then current fiscal year that Executive was employed under this Agreement and the denominator of which is twelve (12) (the “Pro-Rata Annual Bonus Incentive”). “Average Bonus” means the three-fiscal year average (or such lesser period during the Employment Period, if applicable) of the Annual Bonus Incentive; provided, however, that in the event such termination occurs prior to the end of the 2008 Bonus period, the amount of the Average Bonus shall be equal to the average of (A) the 2007 Annual Bonus Incentive actually paid to Executive and (B) the 2008 Annual Bonus Incentive which would have been paid if Executive had been employed at the end of the 2008 Bonus period based solely upon the operations and investment performance of the Company for the twelve (12) month period through and including the end of the fiscal quarter in which Executive’s employment is terminated hereunder.
Termination By Employer Without Cause or By Executive With Good Reason. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason prior to the end of the Employment Period, then Executive shall be entitled to: (i) the Accrued Benefits and any earned and unpaid portion of an Annual Bonus Incentive for the calendar year prior to the calendar year of termination (the “Unpaid Bonus”); (ii) a lump sum separation payment equal to one (1) times the annual Base Salary plus one (1) times the Average Bonus (as defined below); and (iii) the Annual Bonus Incentive determined for the full calendar year based solely upon the operations and investment performance of the Company for the twelve (12) month period through and including the end of the calendar quarter in which Executive’s employment is terminated hereunder multiplied by a fraction, the numerator of which is the number of months (including the month of termination) during the then current calendar year that Executive was employed under this Agreement and the denominator of which is twelve (12) (the “Pro-Rata Annual Bonus Incentive”). “Average Bonus” means the three-calendar year average (or such lesser period during the Employment Period, if applicable) of the Annual Bonus Incentive.
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive ceases to be a Member of the Board of Directors by reason of Executive’s employment and this Agreement being terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then that portion of the Director Option that is scheduled to vest during the period from the date of termination through the next Section 2.7(b) Scheduled Vesting Date, as applicable (but in no event longer than a six-month period following the date of Executive’s termination) shall immediately and automatically vest and become non-forfeitable and the remaining unvested portion of the Director Option shall terminate and be forfeited by the Executive.
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive’s employment and this Agreement is terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then any portion of the Options that are scheduled to vest during the period from the date of Executive’s termination of employment through the next Section 2.5(a) Scheduled Vesting Date or Section 2.5(b) Scheduled Vesting Date, as applicable, pursuant to Section 2.5(a) and Section 2.5(b) above (but in no event longer than a six-month period following the date of Executive’s termination of employment) shall immediately and automatically vest and become non-forfeitable and the remaining unvested portion of the Option shall terminate and be forfeited by the Executive.
