Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to:
(a) receive payment of the following accrued obligations (the “Accrued Obligations”):
(i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); provided that, in the event that the Executive is entitled to an amount in respect of the Annual Bonus under Section 8.1(c), he shall receive the amount payable under Section 8.1(c) first and the amount payable under this Section 8.1(a)(ii) only to the extent it exceeds the amount payable under Section 8.1(c); and
(iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;
(b) for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);
(c) an amount equal to fifty percent (50%) of the Annual Bonus that would have been paid to the Executive for the fiscal year in which the Date of Termination falls but for the termination of the Executive’s employment;
(d) an amount as severance pay equal to fifty percent (50%) of the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and
(e) immediate vesting of all outstanding stock options previously granted to the Executive by the Company.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to:
(a) receive payment of the following accrued obligations (the “Accrued Obligations”):
(i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; and
(ii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;
(b) for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and his family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and
(c) an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. The Company shall make those payments and provide those benefits specified in this section 8.A. in the event of a termination of the Executive’s employment after a Change in Control, if such termination is either (i) by the Company during the Contract Term or the term of Executive’s One-Year Employment Agreement, in either case other than for Cause, or (ii) by the Executive for Good Reason. In such circumstances, then, in lieu of all other rights, remedies, damages and relief to which the Executive might otherwise be entitled under this Agreement, the Company shall make those payments and provide those benefits enumerated below in this section 8.A.:
Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to:
(a) receive payment of the following accrued obligations (the “Accrued Obligations”):
(i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and
(iii) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued vacation pay which would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;
(b) for one year after the Date of Termination, the Company shall pay the Executive’s premiums for health insurance benefit continuation for Executive and his family members, if applicable, which the Company provides to the Executive under the provisions of the federal Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and
(c) an amount as severance pay equal to one half (0.5) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an “Involuntary Termination”), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) continuation of the Executive’s Base Salary in effect at the Date of Termination (the “Continued Salary”) for a period beginning on the Date of Termination and ending 18 months later (the “Continuation Period”); and (ii) continued participation in the group life insurance and group medical and dental plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to all of the Company’s United States senior executives during the Continuation Period (or such longer period as is provided in such plans) and subject to the payment of the applicable monthly premiums paid by active senior executives for the same coverage. The Continued Salary shall be payable in accordance with Section 3(a) as if the Executive remained a senior executive of the Company, or at the Company’s discretion, may be paid in a single lump sum not more than thirty days following the Date of Termination.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. In the event of a termination by the Company of the Executive’s employment or non-renewal of this Agreement under Section 1, above, in either case other than for Cause, or by the Executive for Good Reason, the Company shall, as liquidated damages, pay to the Executive and provide him, in lieu of all other rights, remedies, damages and relief to which he might otherwise be entitled, with the benefits described below:
Termination by the Company Other Than for Cause or by the Executive for Good Reason. Upon termination of the Executive’s employment by the Company for any reason other than Cause, as described in Section 9(d) of this Agreement, or by the Executive for Good Reason, as described in Section 9(c) of this Agreement, the Company shall continue to pay the Executive’s Base Salary and pay the Executive’s COBRA premiums, on the same terms as existed before termination, if the Executive elects and continues COBRA coverage in connection with the health benefits plan that covered him as an employee, through the twelfth (12th) full month following the effective date of termination (hereinafter, the “Severance Period”), and the Executive shall have no further obligations or duties to Company except as provided in Sections 11, 12, and 13 of this Agreement. The Executive’s entitlement to amounts owing pursuant to this Agreement shall not be dependent upon the Executive’s efforts to “mitigate” loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer, provided, however, that the Company’s obligation to continue to provide the Executive with payments equal to the premiums for COBRA benefits shall cease if the Executive becomes eligible to participate in a health benefits arrangement as an employee that is substantially similar to those provided for under the COBRA continuation coverage. Any benefits pursuant to this Section 10(c) are contingent on the Executive’s executing an agreement containing a general release of claims against the Company, in a form acceptable to the Company.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. During the Term, the Company may terminate the Executive’s employment without Cause by giving the Executive notice in writing not less 90 days in advance of such termination (or pay in lieu thereof), or the Executive may terminate her employment for Good Reason (the amount of compensation received during the notice period as pay in lieu of work or as paid administrative leave, is referred to as “Notice Pay”). In such event, the Company shall pay or provide the Executive with: (1) the Accrued Obligations, and (2) if such termination occurs after December 31, 2021 (whether or not during the Term), all amounts allowed pursuant to the Employee Retention and Severance Policy (less any Notice Pay provided), subject to the terms and conditions of the Employee Retention and Severance Policy as it may exist and be amended from time to time. During any notice period provided to the Executive by the Company, the Company may in its sole discretion place the Executive on paid administrative leave. The Executive shall not be entitled to any other compensation or benefits, except as may be separately negotiated by the parties in writing in conjunction with the termination of Executive’s employment. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason on or before December 31, 2021, the Company will also pay the Executive the payments set forth in Section 6 below. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following without the Executive’s written consent: (i) a material breach of this Agreement by the Company, or (ii) a materially significant change in the Executive’s duties, authorities or responsibilities, or (iii) the relocation of the Executive’s principal place of employment more than 20 miles from New York, New York, or (iv) the failure of the Company to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the assets or business of the Company within 15 days upon a merger, consolidation, sale or similar transaction, provided, however, that none of the events specified in (i), (ii), or (iii) shall constitute Good Reason unless the Executive shall have notified the Company in writing describing the events which constitute Good Reason and the Company shall have failed to cure such event within a reasonable period, not to exceed 30 days, after the Company’s actual receipt of such written noti...
Termination by the Company Other Than for Cause or by the Executive for Good Reason. If after the consummation of a Fundamental Transaction the Employment Period is terminated by the Company other than for Cause, or the Executive terminates employment for Good Reason, and such termination constitutes an Involuntary Separation from Service within the meaning of Treasury Regulation Sections 1.409A-l(n) and (h), then the Executive shall be entitled to the Accrued Obligations and, if the Executive executes and does not revoke a general release of claims in a form reasonably satisfactory to the Company by the 53rd day following his Separation from Service, then, subject to Section 10, the Executive (or, if appropriate, his estate) shall also be entitled to receive a lump sum cash payment equal to six (6) months of the Fundamental Transaction Salary (the “Severance”) paid on the 60th day following his Separation from Service, subject to applicable tax withholding requirements.
Termination by the Company Other Than for Cause or by the Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time upon thirty (30) days prior written notice and Executive may terminate his employment for Good Reason upon thirty (30) days prior written notice to the Company as set forth herein. Subject to paragraph (e) below, in the event of such a termination and contingent upon Executive’s execution of a release of all claims against the Company in a form of Exhibit C hereto, Executive or his legal representatives, as applicable, will be entitled to and subject to the following:
(i) Payment of any Accrued Base Salary, Accrued Vacation Amount, or Accrued Bonus Amount;
(ii) Benefits in accordance with the terms of the applicable plans; provided, that, Executive’s participation in all such plans shall terminate as of the date Executive’s employment terminates, except as otherwise required by law;
(iii) A payment equal to the sum of one (1) year’s Base Salary, the Threshold Bonus Amount as calculated per Exhibit A, and the then current value of the number of shares equal to the Threshold Stock Grant as calculated per Exhibit B, shall be payable in a lump sum; and
(iv) The vesting of any unvested Long Term Restricted Stock Grants shall be suspended and shall automatically be forfeited in the event that Executive violates any provision of Sections 7 - 10 of this Agreement. Such Grants shall vest on the second anniversary of such termination, provided that there has been no prior violation by Executive of the provisions of Sections 7 - 10 of this Agreement.
