Termination by the Company other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that (i) payment of the Change of Control Payment referred to in Section 7.7 has not been made and (ii) either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company, as severance, shall pay to Executive, (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary payable in equal semi-monthly installments plus (ii) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, in the case of (ii)(1) or (2) above, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.
Termination by the Company other than for Cause or by Executive for Good Reason. In the event that Executive’s employment with the Company is terminated by the Company other than for Cause or by Executive for Good Reason, then Executive shall receive as follows (with such amounts payable irrespective of whether or not Executive obtains subsequent employment):
i. All Accrued Compensation as of Executive’s termination date and any other awards or benefits payable to Executive pursuant to the terms of any then-existing plan or policy of the Company (which shall be paid irrespective of whether Executive executes the Separation Agreement);
ii. Provided Executive executes and does not revoke, within any legally required period beginning on the date of Executive’s execution, a confidential general release and separation agreement in a form satisfactory to the Company (the “Separation Agreement”), then Executive will receive (1) a prorated bonus amount for the annual performance period up to and including the Executive’s termination date, subject to standard deductions and withholdings. For purposes of this prorated bonus, the Executive shall be presumed to have achieved his individual goals for the year. The prorated bonus shall be subject to a final determination of the Company’s performance and the final payout percentage for this metric. Any such pro rata bonus amount shall be paid in equal installments pursuant to the Company’s regular payroll schedule beginning after the Company makes a final determination of the Company’s performance and the final payout percentage for this metric and concluding twelve (12) months after the first payment is made; (2) a severance payment equal to twelve (12) months of the Executive’s Base Salary then in effect, subject to standard deductions and withholdings, to be paid out over a period of twelve (12) months in equal installments pursuant to the Company’s regular payroll schedule; (3) reimbursement by the Company of Executive’s COBRA premiums, if any, at the coverage levels in effect immediately prior to the date Executive terminates employment until the end of the twelfth (12th) month following the termination of employment date (the “COBRA Premium Payments”). Executive expressly agrees to notify the CEO of the Company immediately upon starting “New Employment,” which will terminate the Company’s obligation to make any remaining COBRA Premium Payments. “New Employment,” as used in this subparagraph, means full-time employment where Executive is eligible for medical and dental insurance coverage; (4) ou...
Termination by the Company other than for Cause or by Executive for Good Reason. If, other than as set forth in Section 10.1, the Executive’s employment is terminated during the Term by the Company other than For Cause and as approved by ¾ of the board members and a 50% vote of the shareholders or is terminated by Executive for Good Reason, then the Company shall pay to Executive after such termination, subject to his execution of a standard release, severance payments (“Severance”) equal to (i) twelve (12) months of Executive’s Salary for the year in which the termination by Company for reasons other than For Cause or by Executive for Good Reason occurs plus (ii) the amount of the actual bonus earned by Executive under Section 4.2(a) hereof for the year prior to the year of such termination and for the first calendar year one hundred percent (100%) of the Target Cash Bonus. The Severance shall be paid in a lump sum within thirty (30) days after the Release Effective Date (as defined below), less such deductions as shall be required to be withheld by applicable law and regulations. In addition, if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), then, subject to his execution of a standard release, the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s eligible dependents. Executive shall be eligible to receive such reimbursement until the earliest of: (x) the twelve (12) month anniversary of the date of Executive’s termination of employment; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; or (z) the date on which Executive either receives or becomes eligible to receive substantially similar coverage from another employer.
Termination by the Company other than for Cause or by Executive for Good Reason. In the event that (a) either (i) Executive’s employment with the Company is terminated by the Company other than for Cause, or (ii) Executive terminates his employment for Good Reason, and (b) with respect to the benefits under clauses (ii) and (iii) following, Executive executes and does not revoke, within the sixty (60) day period beginning on Executive’s termination date, a General Release and Separation Agreement (as described below), Executive shall receive the following which shall not be subject to any mitigation requirement (i.e., such amounts shall be payable irrespective of whether or not Executive obtains subsequent employment):
(i) All Accrued Compensation as of Executive’s termination date and any other awards or benefits payable to Executive pursuant to the terms of any then-existing plan or policy of the Company;
(ii) A prorated bonus amount for the annual performance period which includes Executive’s termination date, calculated as Executive’s bonus amount for such performance period that would have been payable had his employment not terminated, based on the level(s) of actual achievement of the bonus performance goal(s) for such performance period, multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company during such annual performance period and the denominator of which is 365. Any such pro rata bonus amount shall be paid when annual bonuses are paid to active members of senior management for such performance period; but in no event later than March 15 of the calendar year following the later of (A) the calendar year in which the bonus is earned and (B) the calendar year in which the bonus is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A (as defined in Paragraph 14 below); and
(iii) Continuation of his Base Salary then in effect for a period of eighteen (18) months following Executive’s termination date, which amount shall be paid in equal monthly or more frequent installments as is customary under the Company’s normal payroll practices for its senior management employees.
