Termination by the Company for Cause; Termination by Executive without Good Reason. In the event that Executive’s employment is terminated (i) by the Company for Cause (as defined below) or (ii) by Executive without Good Reason (as defined below), Executive shall be entitled only to those items identified in Section 4(a).
Termination by the Company for Cause; Termination by Executive without Good Reason. (a) For purposes of this Agreement, “Cause” shall mean Executive’s:
Termination by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, then:
(a) Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:
(i) The Accrued Obligations, in a single lump sum, on or before the date thirty (30) days after the Termination Date, and
(ii) The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan; and
(iii) All vested and Unvested Equity shall be forfeited effective as of the Termination Date.
Termination by the Company for Cause; Termination by Executive without Good Reason. (a) The Company shall have the right to terminate Executive’s employment for Cause. Upon the reasonable belief by the Board that Executive has committed an act (or has failed to act in a manner) which constitutes Cause, the Board may immediately suspend Executive from Executive’s duties herein and bar Executive from its premises during the period of the Company’s investigation of such acts (or failures to act) (the “Investigation Period”) and any such suspension shall not be deemed to be a breach of this Agreement by the Company or the Executive and/or otherwise provide Executive a right to terminate Executive’s employment for Good Reason; provided, however, that the Company shall have the right to terminate Executive’s employment for Cause immediately and nothing in this Agreement shall require the Company to provide an Investigation Period or otherwise provide advance notice of termination for Cause, except to the extent that a cure period is available as provided for herein. To the extent that the events giving rise to Cause are, in the reasonable determination of the Board, able to be cured, the Company shall provide the Executive with written notice setting out the events giving rise to Cause and provide Executive with a 5-day period in which to cure such events prior to terminating Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean:
Termination by the Company for Cause; Termination by Executive without Good Reason. (a) If the Combined Company terminates Executive for Cause or if Executive elects to terminate Executive’s employment with the Combined Company without Good Reason, Executive shall be entitled to receive (i) Base Salary earned through the date of termination that remains unpaid as of the date of Executive’s termination, (ii) any Annual Bonus for any previously completed bonus period that has been earned and remains unpaid as of the date of Executive’s termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of Executive’s termination to the extent such expenses are reimbursable under Section 3.02 and (iv) such benefits (excluding benefits under any severance plan, program or policy then in effect), if any, to which Executive may be entitled under the Benefit Plans as of the date of Executive’s termination, which benefits shall be payable in accordance with the terms of such Benefit Plans (the amounts described in clauses (i) through (iv) of this Section 4.02(a) being referred to herein as the “Accrued Rights”).
(b) For purposes of this Agreement, the term “Cause” shall mean Executive’s:
Termination by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is terminated by the Company for Cause, or by Executive without Good Reason, then Executive shall be entitled only to the following (i) any unpaid base salary through the Termination Date; (ii) reimbursement for any unreimbursed business expenses incurred through the Termination Date; and (iii) all other payments, benefits or fringe benefits to which Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, the “Accrued Amounts”). In addition, if Executive’s employment is terminated by the Company for Cause, then, to the fullest extent permitted by law, Executive shall be liable to the Company for any and all direct damages, losses, costs or expenses incurred by the Company (including, without limitation reasonable out-of-pocket legal fees) with respect to any action or inaction within the definition of Cause.
Termination by the Company for Cause; Termination by Executive without Good Reason. In the event that Executive’s employment is terminated prior to the expiration of the Term (i) by reason of Executive’s death pursuant to Section 4(a) or Executive becoming Totally Disabled pursuant to Section 4(b), (ii) by the Company for Cause pursuant to Section 4(c), or (iii) by Executive without Good Reason pursuant to Section 4(f), Executive (or Executive’s estate, as the case may be) shall be entitled to the Standard Termination Payments and the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b).
Termination by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, then Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:
(a) The Accrued Obligations, in a single lump sum, through the Termination Date, and:
(b) The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan; and All Unvested Equity shall be forfeited effective as of the Termination Date. Notwithstanding the foregoing sentence, solely for purposes of this Section 8.3, one-eighth (1/8th) of the RSUs shall vest upon each quarterly anniversary of the Effective Date occurring during the RSU Vesting Period and such vested RSUs shall be settled as set forth in Section 5.3 above other than the benefit of the S-8 Settlement. For the avoidance of doubt, Executive shall not be entitled to vesting of any RSUs for any partial (incomplete) quarterly anniversary of the Effective Date period during the RSU Vesting Period.
Termination by the Company for Cause; Termination by Executive without Good Reason. In the event that Executive’s employment is terminated prior to the expiration of the Term (i) by reason of Executive’s death pursuant to Section 4(a) or Executive becoming Totally Disabled pursuant to Section 4(b), (ii) by the Company for Cause pursuant to Section 4(c), or (iii) by Executive without Good Reason pursuant to Section 4(f), Executive (or Executive’s estate, as the case may be) shall be entitled to the Standard Termination Payments and the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b). In addition, if Executive’s employment is terminated pursuant to clause (i) of this Section 5(b), then Executive shall also be entitled to the payment of any accrued but unpaid Guaranteed Bonus, if any, with respect to the Guaranteed Bonus Period.
Termination by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, then:
(a) Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:
(i) The Accrued Obligations, in a single lump sum, on or before the date thirty (30) days after the Termination Date, and
(ii) The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan; and
(iii) All Unvested Equity shall be forfeited effective as of the Termination Date.
(b) If Executive’s employment is terminated by Executive for any reason other than Good Reason, Executive’s death or due to Executive’s Disability, then any Unvested Equity granted under this Agreement that remains unvested as of the Termination Date shall be immediately forfeited, and the outstanding vested portion of all Equity Compensation that has vested as of or prior to the Termination Date shall, to the fullest extent permissible under applicable law, remain outstanding and be exercisable for a period of twelve (12) months from the later of (x) the Termination Date and (y) the date the award first becomes vested and exercisable, but in all events no later than the end of the applicable term for each such award.
