Common use of Termination by Employer without Cause Clause in Contracts

Termination by Employer without Cause. If Employer terminates Employee’s employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee’s monthly Base Salary for a period of twenty-four (24) months after the termination date, and (b) on the first (1st) and second (2nd) anniversaries of the termination date, pay Employee an amount equal to the greater of Employee’s Average Annual Performance Bonus (as defined below) or Employee’s bonus for the year immediately preceding Employee’s termination, and (c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “Severance Period” for purposes of this Agreement. For purposes of this Agreement, “Average Annual Performance Bonus” shall be equal to Employee’s then applicable Base Salary multiplied by a percentage obtained by averaging the quotients of the Performance Bonus paid to Employee for the three (3) full calendar years prior to the termination date divided by Employee’s Base Salary in effect for the calendar year for which the Performance Bonus relates.

Termination by Employer without Cause. If Employer terminates Employee’s 's employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s 's Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee’s 's monthly Base Salary for a period of twenty-four (24) months after the termination date, and (b) on the first (1st) and second (2nd) anniversaries of the termination date, pay Employee an amount equal to the greater lesser of Employee’s 's Average Annual Performance Bonus (as defined below) or Employee’s 's bonus for the year immediately preceding Employee’s 's termination, and (c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “"Severance Period” " for purposes of this Agreement. For purposes of this Agreement, “"Average Annual Performance Bonus” " shall be equal to the Employee’s 's then applicable Base Salary multiplied by a percentage obtained by averaging the quotients of the Performance Bonus paid to Employee for the three (3) full calendar years prior to the termination date divided by the Employee’s 's Base Salary in effect for the calendar year for which the Performance Bonus relates.

Termination by Employer without Cause. If Employer terminates Employee’s employment in accordance with Section 4.4, , then (i) Employer shall pay Employee’s Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 5.8 hereof; and (ii) within thirty (30) days, pay Employee a bonus calculated in accordance with Section 5.11 hereof; (iii) Employer shall (a) continue to pay Employee’s monthly Base Salary for a period of twenty-four twelve (2412) months after the termination date, ; and (biv) on within thirty (30) days of the first (1st) and second (2nd) anniversaries anniversary of the termination date, pay Employee an amount equal to the greater of Employee’s Average Annual Performance Bonus (as defined below) or Employee’s bonus for the year immediately preceding Employee’s termination, and (c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “Severance Period” for purposes of this Agreement). For purposes of this Agreement, “Average Annual Performance Bonus” shall be equal to Employee’s then applicable Base Salary multiplied by a percentage obtained by averaging (i) the quotients average of the Performance Bonus paid to Employee in Employee’s current position for the three (3) full calendar years prior to the termination date divided by or (ii) in the event that a three (3) year average cannot be determined, Employee’s Base Salary bonus in effect Employee’s current position for the calendar year for which immediately preceding Employee’s termination. Upon payment of the Performance Bonus relatesamounts specified under this Sections 5.4 and 5.11, Employer shall have no further obligation under this Agreement.

Termination by Employer without Cause. If Employer terminates Employee’s employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 5.8 hereof; and (ii) Employer shall pay Employee a bonus calculated in accordance with Section 5.11 hereof; (aiii) Employer shall continue to pay Employee’s monthly Base Salary for a period of twenty-four twelve (2412) months after the termination date, ; and (biv) on within thirty (30) days of the first (1st) and second (2nd) anniversaries anniversary of the termination date, pay Employee an amount equal to the greater of Employee’s Average Annual Performance Bonus (as defined below) or Employee’s bonus for the year immediately preceding Employee’s termination, and (c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “Severance Period” for purposes of this Agreement). For purposes of this Agreement, “Average Annual Performance Bonus” shall be equal to Employee’s then applicable Base Salary multiplied by a percentage obtained by averaging (i) the quotients average of the Performance Bonus paid to Employee in Employee’s current position for the three (3) full calendar years prior to the termination date divided by or (ii) in the event that a three (3) year average cannot be determined, Employee’s Base Salary bonus in effect Employee’s current position for the calendar year for which immediately preceding Employee’s termination. Upon payment of the Performance Bonus relatesamounts specified under this Section 5.4 and Section 5.11, Employer shall have no further obligation under this Agreement.

Termination by Employer without Cause. If Employer terminates Employee’s employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 5.7 hereof; and (ii) Employer shall pay Employee a bonus calculated and paid in accordance with Section 5.10 hereof; (aiii) continue Employee shall also receive any earned and unpaid Performance Bonus with respect to pay Employee’s monthly Base Salary for a period the year prior to the year of twenty-four termination, which shall be paid in accordance with Section 2.4 without regard to its continued employment requirement; (24iv) months after within sixty (60) days of the termination date, date and (b) on the first (1st) and second (2nd) anniversaries anniversary of the termination date, Employer shall pay Employee on each such date a lump sum payment equal to Employee’s annual Base Salary; (v) within sixty (60) days of the termination date and on the first (1st) anniversary of the termination date, Employer shall pay Employee on each such date an amount equal to the greater of (A) Employee’s Average Annual Performance Bonus (as defined below) or (B) Employee’s bonus for the year immediately preceding Employee’s termination, target Performance Bonus amount set forth on Exhibit B; and (cv) pay if applicable, Employee a bonus calculated shall vest into the Equity Awards granted to Employee that are outstanding (the “Accelerated Awards”) as set forth in accordance with Section 5.10 5.13 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “Severance Period” for purposes of this Agreement. For purposes of this Agreement, “Average Annual Performance Bonus” shall be equal to Employee’s then applicable Base Salary multiplied by a percentage obtained by averaging the quotients of the Performance Bonus paid to Employee for the three (3) full calendar years prior to the termination date divided by Employee’s Base Salary in effect for the calendar year for which the Performance Bonus relates.purposes

Termination by Employer without Cause. If Employer terminates Employee’s employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 5.8 hereof; and (ii) pay Employee a bonus calculated in accordance with Section 5.11 hereof; (iii) Employer shall (a) continue to pay Employee’s monthly Base Salary for a period of twenty-four twelve (2412) months after the termination date, and date (biv) on within thirty (30) days of the first (1st) and second (2nd) anniversaries anniversary of the termination date, pay Employee an amount equal to the greater of Employee’s Average Annual Performance Bonus (as defined below) or Employee’s bonus for the year immediately preceding Employee’s termination, ; and (cv)if applicable, Employee shall vest into the Accelerated Awards (as defined below) pay Employee a bonus calculated as set forth in accordance with Section 5.10 5.14 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “Severance Period” for purposes of this Agreement. For purposes of this Agreement, “Average Annual Performance Bonus” shall be equal to Employee’s then applicable Base Salary multiplied by a the average of the percentage obtained by averaging the quotients of the Performance Bonus paid to target achieved by Employee for the three (3) full calendar years prior to the termination date divided by date, and calculated based on Employee’s Base Salary in effect for the calendar year for which the and target Performance Bonus relatesin Employee’s current position.

Termination by Employer without Cause. If Employer terminates Employee’s 's employment in accordance with Section 4.4, then (i) Employer shall pay Employee’s 's Base Salary through the termination date specified in Section 4.4 at the rate in effect at such termination date, plus any amount due under Section 5.9 hereof; and (ii) Employer shall (a) continue to pay Employee’s 's monthly Base Salary for a period of twenty-four (24) months after the termination date, and (b) on the first (1st) and second (2nd) anniversaries of the termination date, pay Employee an amount equal to the greater lesser of Employee’s 's Average Annual Performance Bonus (as defined below) or Employee’s 's bonus for the year immediately preceding Employee’s 's termination, and (c) pay Employee a bonus calculated in accordance with Section 5.10 hereof. The twenty-four (24) month period after the termination date during which Employee may continue to receive Base Salary payments pursuant to this Section 5.4 shall be referred to as the “"Severance Period” " for purposes of this Agreement. For purposes of this Agreement, “"Average Annual Performance Bonus” " shall be equal to the Employee’s 's then applicable Base Salary multiplied by a percentage obtained by averaging the quotients of the Performance Bonus paid to Employee for the three (3) full calendar years prior to the termination date divided by the Employee’s 's Base Salary in effect for the calendar year for which the Performance Bonus relatesrelates PROVIDED, that if Employee has been employed by Employer for less than three (3) full calendar years, then the computation to determine the average contemplated by the previous sentence shall be based on the number of full calendar years during Employee's employment.