Termination by the Company Without. “Just Cause”. For purposes hereof, if the Company terminates Executive’s employment for any reason other than those listed in subsection 6(a), then such termination shall be without “Just Cause.”
Termination by the Company Without. Cause or by the Executive For Good Reason) (which excludes any other payments made to Executive under Section 2.0 and under Sections 5.0 and 6.0 above), whether vested or not, at any time if:
Termination by the Company Without. “Cause.” The Company, in the sole discretion of the Board and effective upon delivery of not less than thirty (30) days’ advance written notice to the Executive, may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, including without “Cause.” In the event that the Company terminates the Executive’s employment under this Section 5(e):
(i) the Company shall make the Base Termination Payments (as defined in Section 5(a)(i));
(ii) subject to Section 5(f), the Executive shall retain his Surviving CLIA Waiver Bonus Rights (as defined in Section 5(a)(ii));
(iii) subject to Section 5(f), the Executive shall retain his Surviving Liquidity Event Bonus Rights (as defined in Section 5(a)(iii)), provided that for purposes of this subparagraph (iii), all vesting of the Executive’s rights under Section 3(c)(iii) shall be accelerated and the Executive shall be deemed to be fully vested in such rights effective as of the date of the Executive’s death or Disability;
(iv) subject to Section 5(f), conditioned upon receipt by the Company of a general release in form reasonably acceptable to the Company and expiration of any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be payable under any other severance plan or policy of the Company, the Company (A) shall continue to pay to the Executive as severance his Salary at the rate then in effect on the date of termination for a period of 180 days following the date of termination, such payments to be made by the Company at the times, subject to applicable withholdings and otherwise in accordance with the Company’s general payroll practices and policies, and (B) pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the Executive for the 180-day severance period (less any required taxes or withholdings); provided, however, that if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage for himself as in effect on the termination date (whi...
Termination by the Company Without. JUST CAUSE OR BY BERGLASS FOR GOOD REASON. In the event that Berglass' employment is terminated by the Company (other than pursuant to Section 5(b)) or such employment is terminated by Berglass for Good Reason, (and in either such case Berglass is not entitled to benefits pursuant to Section 6(b)), the Company agrees to pay or provide to Berglass as termination compensation the following:
(i) A single lump sum payment, payable in cash within five days of the Termination Date, equal to the sum of:
(A) the accrued portion of any Base Salary and vacation through the Termination Date; plus
(B) an amount representing bonus and all other cash incentive compensation for such period determined by multiplying:
(I) the greater of the following ("Assumed Incentive Compensation"): (x) the average of such bonus and other cash incentive compensation accrued for each of the three preceding full years, (y) the amount of such bonus and other cash incentive compensation accrued for the immediately preceding year, and (z) the projected amount of such bonus and other cash incentive compensation for the year in which termination occurs, based upon the most recent available interim results of operations and projected results of operations for the remainder of such year, prepared by the Company in the normal course of its business; by
(II) the fraction of the year of termination elapsed prior to the Termination Date; plus
(C) the total amount of:
(I) Berglass' Base Salary in effect upon the Termination Date for the remaining part of the Employment Term, plus
(II) incentive compensation for the remaining part of the Employment Term, at the rate per year of the Assumed Incentive Compensation, less standard withholdings for tax and social security purposes.
(ii) All stock options, restricted stock or other equity awards then held by Berglass will automatically be deemed amended, without further action on the part of the Company or Berglass, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of Berglass' termination, and will be subject to exercise in full until the end of the Employment Term or their normal expiration date, whichever comes first; and (B) all restricted stock or other equity awards subject to vesting prior to the end of the Employment Term will be fully vested and all restrictions thereon will lapse.
(iii) All benefits provided under Section 2(b) will continue as specified herein.
(A) Notwithstanding the foregoing, to ...
Termination by the Company Without. Cause." The Company shall have the right to discharge Employee and terminate this Agreement, by written notice provided to Employee not less than thirty (30) days prior to the intended date of discharge and termination, without "cause" at any time during the Employment Period, for any reason or for no reason.
Termination by the Company Without. Cause or by the Executive for Good Reason Within 12 Months Following a Change in Control. If, within 12 months following a Change in Control Date, the Executive’s employment is terminated by the Company without Cause (other than due to his Disability or death) or the Executive resigns for Good Reason, then, subject to the conditions of Section 7 and in accordance with the timing and payment terms set forth in Section 7:
(a) the Company shall, for a period of 12 months following the Executive’s date of termination (the “Date of Termination”), continue to pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance;
(b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 12th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and
(c) the Executive will receive the Target Bonus for the year in which his Date of Termination occurs.
Termination by the Company Without. “Cause.” If, at any time prior to the expiration of the Term (the “Reference Date”), your employment is terminated by the Company for any reason other than for “Cause” (defined below), you shall be eligible for the Separation Payment described in this Section.
Termination by the Company Without. CAUSE PRIOR TO DECEMBER 31, 1996. The Company may terminate the Executive's employment hereunder without cause at any time prior to December 31, 1996, upon written notice to the Executive, which termination shall be effective immediately or on such date as is specified in the notice. Any material reduction in the title, or the compensation and benefits, of the Executive shall be deemed to be a termination by the Company without cause under the provisions of this section 2.2. In the event of termination under the provisions of this section 2.2, the Executive shall forthwith become a consultant under the consulting arrangements described in section 4 hereof (with appropriate advancement of the term and dates as described in section 2.1), and the Company shall in addition make the payments described in section 3.3 hereof.
Termination by the Company Without. “Just Cause”. For purposes hereof, if the Company terminates this Consulting Agreement for any reason other than those listed in Subsection 5(a), then such termination shall be without “Just Cause.”
Termination by the Company Without. “Cause” or by the Executive for “Good Reason.” At any time during the Term, the Board of Directors of the Company may terminate this Agreement without Cause by giving the Executive a Notice of Termination, and the Executive’s employment by the Company shall terminate at the close of business on the last day of the Notice Period. At any time during the Term, the Executive may terminate this Agreement with “Good Reason” by giving the Company a Notice of Termination which describes the actions, events or beliefs that form the basis of the Executive’s action. The Executive’s employment shall terminate at the close of business on the last day of the Notice Period.
