Termination by the Company Other Than for Cause, Death or Disability. If there occurs a Change in Control and the Company terminates Executive’s employment other than for Cause, death or Disability before the second (2nd) anniversary of such Change in Control or Executive resigns for Good Reason before the second (2nd) anniversary of such Change in Control, then (and with respect to the payments and benefits described in clauses (ii) through (ix) of this § 8(b), only if Executive executes (and does not revoke) the Release within sixty (60) days of the Date of Termination):
Termination by the Company Other Than for Cause, Death or Disability. If the Employee's employment is terminated by the Company other than For Cause or because of the Employee's death or Disability, then the Company shall, through the Date of Termination, pay the Employee the Employee's accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice of Termination is given and the Employee's accrued and unpaid incentive compensation, if any. In addition, subject to signing by the Employee of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled:
i. To receive an amount equal to the sum of (A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereof, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination.
ii. To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's termination, the Company shall reimburse the Employee for the cost of obtaining comparable benefits; provided, however, that the Company's obligation to reimburse the Employee for such costs shall not exceed 125% of the cost to the Company of providing such benefits to the Employee immediately prior to the Date of Termination.
Termination by the Company Other Than for Cause, Death or Disability. The Company may terminate the Executive’s employment during the Employment Period for any reason other than for Cause, death or Disability by providing the Executive with written notice in accordance with Section 10.2 of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive.
Termination by the Company Other Than for Cause, Death or Disability. (i) If the employment of Employee is terminated by the Company other than for cause, death or disability, the Company shall pay to Employee as severance, in equal monthly installments, the remaining base salary payments that Employee would have earned if he had continued his employment throughout the Term, and an amount equal to any accrued vacation pay on the date of termination of employment. Such payments shall cease in the event Employee obtains other employment following termination of employment by the Company; provided, however, that in the event the base salary payable to Employee by the Company on the date of termination exceeds the base salary payable to Employee by such new employer, the Company shall pay such excess, in equal monthly installments, through the expiration of the Term.
(ii) The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Employee and his dependents prior to termination of his employment, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease when Employee obtains other employment.
Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to a payment equal to one times the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date (the “Severance Amount”). The Company’s obligations to pay the Severance Amount shall be conditioned upon: (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date. Subject to Section 3.2(c), the Severance Amount shall be paid in equal installments on the Company’s regular payroll dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective.
Termination by the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Employee's employment other than for Cause, Disability, or death or the Employee terminates his employment for Good Reason:
Termination by the Company Other Than for Cause, Death or Disability. The Company may terminate the Term of Employment other than pursuant to Section 8(a), 8(b) or 8(c) at any time upon sixty (60) days advance notice to the Executive.
Termination by the Company Other Than for Cause, Death or Disability. The Company shall not be entitled to terminate this Agreement or terminate the services of Consultant at any time other than for Cause (defined below) or due to Consultant’s death or Disability (as defined below). In the event the Company terminates this Agreement for any reason other than for Cause or due to Consultant’s death or Disability, the Company shall continue to provide Consultant with all the benefits set forth in the Agreement through the Term of the Agreement.
Termination by the Company Other Than for Cause, Death or Disability. In the event (i) that Executive’s employment with the Company is terminated for any reason other than Cause, Death or Disability (each as defined below), or (ii) of the expiration of the Employment Term, then, subject to Executive’s compliance with the provisions in Section 5(e), Executive will be entitled to receive through the term of the Severance Period:
(i) continuing payments during the Severance Period equal to two (2) times Executive’s Base Salary. The Base Salary will equal the average of the last ninety (90) days of employment multiplied by four (4). These payments will be made by taking the two (2) times Executive’s Base Salary and then dividing it into equal amounts by the number of payroll periods during the Severance Period. These payments will be made in accordance with the Company’s normal payroll policies and subject to the usual, required withholding.
(ii) continuing payments equal to one and one-half (1 1⁄2) times Executive’s target Performance Bonus, which had been in effect in the fiscal year ending prior to the year of termination. In the event that Executive earned more than the target bonus in the fiscal year ending prior to the year of termination, that amount will be utilized. These payments will be made by taking the one and one-half (1 1⁄2) times Executive’s target Performance Bonus (or the amount actually received in the fiscal year prior to the year of termination, whichever is higher) that had been in effect in the fiscal year ending prior to the year of termination and then dividing it into equal amounts by the number of payroll periods during the Severance Period. These payments will be made in accordance with the Company’s normal payroll policies and subject to the usual, required withholding.
(iii) continued payment by the Company of the group medical, dental and vision continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) during the Severance Period under the Company’s group health plans, as then in effect. However, if the Company determines after diligently pursuing all alternatives that it cannot provide the COBRA benefits in this clause (iii) without violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended) or incurring additional taxes or other penalties, the Company in lieu thereof will p...
Termination by the Company Other Than for Cause, Death or Disability. If Executive terminates employment following receipt of a Notice of Non-Renewal from the Company or is terminated by the Company for a reason other than Cause, Death or Disability (each as defined below) then, subject to Executive’s compliance with the provisions in Section 5(f), Executive will be entitled to receive through the term of the Severance Period: (i) continuing payments of one and half (1 1/2) times Executive’s Base Salary, as then in effect, during the Severance Period, to be paid periodically in accordance with the Company’s normal payroll policies and subject to the usual, required withholding, plus one hundred and fifty percent (150%) of Executive’s target Performance Bonus which had been in effect in the fiscal year ending prior to the year of termination, to be paid periodically in accordance with the Company’s normal payroll policies and subject to the usual, required withholding, (ii) continued payment by the Company of the group medical, dental and vision continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) during the Severance Period under the Company’s group health plans, as then in effect; (iii) continued payment of the annual premium for the remaining term of the life insurance policy specified in Section 4(c) above; (iv) the continued vesting for a period of twenty-four months (24 months) for Executive’s stock options and the Stock Purchase Right; (v) accelerated vesting of any unvested restricted stock units (including specifically the RSU Award) , and (vi) an extended period of time to exercise vested options for a period of two (2) years or until their original expiration date.
