Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their terms, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of Control.
Termination by the Company Without Cause; Constructive Termination. The Employee’s employment with the Company may be terminated by the Company without Cause or by the Employee by reason of a Constructive Termination (each as defined in the Definitions Annex below) at any time upon written notice to the Employee or the Company, as applicable, provided that in the event of the Company’s termination of Employee’s employment without Cause or Employee’s Constructive Termination, in either case prior to or more than twelve months after a Change in Control (as defined in the Definitions Annex below) the Company shall: (i) pay to the Employee in a single lump sum an amount equal to twelve (12) months’ of the Employee’s then current base salary under this Agreement plus the average of the last three (3) years’ cash bonus paid to the Employee (excluding commissions, if any, payable pursuant to a separate commissions agreement) (the “Severance Payment”), (ii) pay any accrued but unpaid wages (including all earned commission pay, if any, payable pursuant to a separate commissions agreement) and accrued but unused vacation pay to which the Employee may be entitled hereunder as of the termination date, and (iii) continue to provide Employee with group medical insurance at the Company’s expense (whether through reimbursement of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) premiums or otherwise in the Company’s discretion) for a period of twelve (12) months from the date of the Employee’s Separation from Service (as defined below) or until Employee becomes covered under another group medical insurance plan, whichever occurs first. In the event of the Company’s termination of Employee’s employment without Cause or Employee’s Constructive Termination, in either case on or within twelve months after a Change in Control, in lieu of the foregoing, the Company shall: (i) pay to the Employee in a single lump sum an amount equal to eighteen (18) months’ of the Employee’s then current base salary under this Agreement plus the average of the last three (3) years’ cash bonus paid to the Employee (excluding commissions, if any, payable pursuant to a separate commissions agreement) (the “CIC Severance Payment”), (ii) pay any accrued salary (including all earned commission pay, if any, payable pursuant to a separate commissions agreement) and accrued but unused vacation pay to which the Employee may be entitled hereunder as of the termination date, and (iii) continue to provide Employee with group medical insurance at t...
Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to (i) the Base Salary as in effect on the Date of Termination, multiplied by (ii) two (2) (the “Severance Amount”). The Executive shall receive the Severance Amount payable monthly in twenty-four (24) equal installments commencing on the first day of the month following the month in which the Date of Termination occurs. In addition, the Company shall continue to pay and provide the Executive the benefits described in Section 6(d) as in effect on the Date of Termination until the last monthly payment of the Severance Amount has been paid to the Executive. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve (12) months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by Executive as in effect on the Date of Termination. Notwithstanding the foregoing, in no event may the Executive terminate his employment for Constructive Termination pursuant to circumstances described in Section 7(a)(iii) until after a Change in Control occurs.
