Termination by the Company for Other than Cause. If the Company terminates Manager’s employment for any reason other than Cause, the Company shall pay Manager the following:
(a) An amount equal to Manager’s monthly base salary in effect at the time of such termination of employment for a period of twelve (12) months thereafter. Such amount shall be paid to Manager periodically in accordance with the Company’s customary payroll practices for management employees.
(b) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid.
(c) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.01(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA.
Termination by the Company for Other than Cause. If the Participant’s employment is terminated by the Company (or an Affiliate of the Company, as the case may be) for other than Cause, a prorated portion of the Award shall vest in accordance with the provisions of this subsection and will be payable at the time and in the form as provided in subsection 2(b) above. The prorated portion of the Award that vests due to termination of the Participant's employment by the Company for other than cause shall be determined by multiplying (i) the Performance Unit Award Payout determined pursuant to subsection 2(a) above for the entire Performance Period, by (ii) a fraction, the numerator of which is the number of full months the Participant has been continually employed since the beginning of the Performance Period and the denominator of which is 36. For this purpose, full months of employment shall be based on monthly anniversaries of the commencement of the Performance Period. The term “Cause” shall mean “cause” as defined in any employment agreement then in effect between the Participant and the Company, or if not defined therein, or if there is no such agreement, the Participant’s (a) embezzlement, misappropriation of corporate funds, or other material acts of dishonesty; (b) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor; (c) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an affiliate; (d) material failure to adhere to the Company’s or its subsidiaries’ or affiliates’ corporate codes, policies or procedures as in effect from time to time; (e) willful failure to perform the Participant’s assigned duties, repeated absenteeism or tardiness, insubordination, or the refusal or failure to comply with the directions or instructions of the Participant’s supervisor, as determined by the Company or an affiliate; (f) violation of any statutory, contractual, or common law duty or obligation to the Company or an affiliate, including, without limitation, the duty of loyalty; (g) the Participant’s violation of any of the applicable provisions of subsection 2(i) of this Agreement; or (h) material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an affiliate. The determination of the existence of Cause shall be made by the Company in good faith, and such determination s...
Termination by the Company for Other than Cause. At any time after the execution of this Agreement, the Company may, without Cause, elect to terminate this Agreement and the Employee's employment hereunder; provided, however, that in the event that severance benefits are triggered by a Change in Control under any Executive Severance Agreement between the Company and the Employee, the compensation and benefits otherwise payable to the Employee under this Section 7(e) shall be null and void.
Termination by the Company for Other than Cause. If the Company shall terminate Participant’s employment for other than Cause (as defined below) prior to the final Vest Date, the Participant, or his or her estate, shall not forfeit the unvested Options and shall be entitled, subject to the condition set forth in subsection 3(e) below, to retain all of the Options granted under this award. Each installment of the Retained Options shall become vested and exercisable on the applicable Vest Date to which such installment relates and shall remain exercisable thereafter by the Participant at any time prior to the close of business on the Date of Expiration.
Termination by the Company for Other than Cause. The foregoing notwithstanding, the Company may terminate Executive’s employment for whatever reason it deems appropriate; including, but not limited to, sending written notice of non-renewal of the Term of this Agreement; provided, however, that in the event such termination is not based on Cause, or if Executive’s employment is terminated under Sections 4(d) or (e) hereto, the Company shall continue to be obligated to pay amounts and benefits provided in Sections 2(a), 2(c) and 2(e) in this Agreement to Executive for a period of one (1) year following the termination of Executive’s employment by the Company, and Executive shall be entitled to all Stock Options earned or not yet earned through the full term of this Agreement. In addition, the Company will register all shares owned directly, or indirectly, by Executive, as well as all option shares at the Company’s expense.
Termination by the Company for Other than Cause. If the Participant’s termination of employment is by the Company (or an Affiliate) for other than Cause, then the number of Performance Stock Units that vest, if any, will be equal to the product of (x) the number of Performance Stock Units that become eligible to vest in accordance with Exhibit 1 (or if an Acceleration Event occurs following the date hereof and on or before December 31, 2025, in accordance with Section 3(c)) as if the termination had not occurred and (y) a fraction, the numerator of which is the number of calendar days the Participant has been continually employed from (and including) January 1, 2023 to (and including) the date of termination, and the denominator of which is 1,095, and such number of vested Performance Stock Units shall be delivered at the time and in the form set forth in Section 3(a)(iii).
Termination by the Company for Other than Cause. This Agreement may be terminated by the Company at any time for other than "cause" as defined in subparagraph (b) above, provided that the Company shall continue to make salary payments to Employee, at the rate then in effect under this Agreement on the effective termination date, for the Severance Pay Period identified on Exhibit A.
Termination by the Company for Other than Cause. (1) At any time after the execution of this Agreement, the Company may, without Cause, elect to terminate this Agreement and the Employee's employment hereunder.
Termination by the Company for Other than Cause. If the Company terminates Manager’s employment for any reason other than Cause, the Company shall pay Manager the following:
(a) An amount equal to Manager’s monthly base salary in effect at the time of such termination of employment for a period of twelve (12) months thereafter. Such amount shall be paid to Manager periodically in accordance with the Company’s customary payroll practices for management employees; provided, however, that that Company may delay payment of such amount to the extent required by law.
(b) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid.
(c) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.01(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had she remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA.
Termination by the Company for Other than Cause. If the Participant’s employment is terminated by the Company (or an Affiliate of the Company, as the case may be) for other than Cause, a prorated portion of the Award shall vest in accordance with the provisions of this subsection and will be payable at the time and in the form as provided in subsection 2(b)
