Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall:
(1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices;
(2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment;
(3) pay to Employee,
(a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or
(b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control;
(4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and
(5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the...
Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman of the Company. Any termination by the Company of Employee's employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause.
(ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation of the Company's offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligations.
Termination by the Company without Cause or by Employee for Good Reason. If this Agreement is terminated by (i) the Company without Cause in accordance with subparagraph 6(d) or (ii) Employee for Good Reason in accordance with subparagraph 6(e), then the Company shall have no further obligations to Employee under this Agreement or otherwise, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) in addition to the following severance payments and benefits:
(i) on the earliest date between 20 and 60 days following Employee’s Separation from Service when the Release described in subparagraph 10(a) has become fully enforceable and irrevocable, a lump sum in cash equal to 150% of the greater of (A) the then-current Base Salary, and (B) the Base Salary at any time within two years immediately before the Separation from Service; and
(ii) on the date that annual bonuses are paid to other executive employees of the Company, but in no event later than 21/2 months after the end of the taxable year in which any substantial risk of forfeiture with respect to such bonuses lapses, the Bonus that Employee would have received based on achievement of performance goals under subparagraph 5(b) had this Agreement not terminated for the year containing the Date of Termination multiplied by a fraction, the numerator of which is the number of days during the period beginning the first day of the performance period containing the Date of Termination and ending on the Date of Termination, and the denominator of which is the number of days in the applicable performance period; and
(iii) during the portion, if any, of the 18-month period commencing on the date of Employee’s Separation from Service (12-month period if Employee terminates for Good Reason) that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an Affiliate’s group heath plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage.
Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary then in effect for twelve (12) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve (12) months of the Term (such initial twelve (12)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary then in effect for the remainder of the Initial Period and an additional twelve (12) months thereafter. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, for the same length of time as it continues payment to Executive of Base Salary pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”).
Termination by the Company without Cause or by Employee for Good Reason. In the event that Employee’s employment is terminated by action of the Company without Cause, or Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Employee shall receive the following, subject to the terms and conditions described in Section 4(g) (including Employee’s execution of the Release (as defined herein)):
Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company or any of its Subsidiaries is terminated by the Company or such Subsidiary without “Cause” (as defined in the Employment Agreement) or by Employee for “Good Reason” (as defined in the Employment Agreement), then the Option immediately shall become exercisable as to all of the Option Shares and may be exercised for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter.
Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment is terminated by the Company without “Cause” (as such term is defined in the Employment Agreement) or by Employee for “Good Reason” (as such term is defined in the Employment Agreement), then the portion of the Option which is exercisable on the date of termination of employment and any additional portion of the Option which would have otherwise vested on or prior to January 2, 2014 if employment had continued through that date shall continue to vest as scheduled and shall continue to be exercisable thereafter, absent the death of Employee (in which case the Option shall be exercisable by the Employee’s personal representative or heirs, as the case may be, within one year after the date of death of the Employee), until the expiration of the Exercise Period.
Termination by the Company without Cause or by Employee for Good Reason. In the event that Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, Employee shall be entitled to the following:
(i) the Accrued Obligations within the time period required by applicable law (and in all events within thirty days of such termination); and
(ii) subject to compliance with the restrictive covenants in Section 11 of this Agreement, and the execution and timely return by Employee of a release of claims in a form reasonably satisfactory to the Company (the “Release”) which the Company shall deliver to Employee within five business days following the termination of Employee’s employment, the Company shall pay Employee an amount equal to six months Base Salary, payable in six equal monthly installments (the “Severance Period”). The first installment shall commence on the sixtieth day following the termination of Employee’s employment but shall include all installment amounts that would have been paid during the first sixty days following the termination of Employee’s employment had installments commenced immediately following the date of termination;
Termination by the Company without Cause or by Employee for Good Reason. In the event of a termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, the Company shall pay to, or shall maintain on behalf of (as applicable), Employee, as additional consideration for Employee’s covenants in Section 6, the following payments or benefits (but no other payments of benefits, other than the Accrued Benefits):
(i) The Company shall pay Employee’s then-annual base salary during the twelve-month period commencing on the date of termination, payable in the same manner as base salary pursuant to Section 3(a); and
(ii) The Company shall pay Employee’s, and Employee’s family’s, portion of the COBRA premiums for or with respect to Employee’s medical, dental and vision insurance benefits through the twelve-month period commencing on the date of termination, to the extent COBRA is properly elected and applicable; and
(iii) If and to the extent not already paid, the Company shall pay to Employee the guaranteed bonus provided in the last sentence of Section 3(b)(i), the bonus provided for in Section 3(b)(ii), and the guaranteed bonus provided for in Section 3(c) of this Agreement on or prior to 30 days after the end of Cardinal’s fiscal year ending in 2003 (or, in the case of Section 3(b)(ii), on or prior to January 31, 2003).
Termination by the Company without Cause or by Employee for Good Reason. (i) At any time during the Employment Period, the Company may terminate Employee's employment hereunder without Cause if such termination is approved by the Board of Directors. Any termination by the Company of Employee's employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term (as extended by any Renewal Term), shall be deemed a termination without Cause.
(ii) At any time during the Employment Period, Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's responsibilities, authorities, powers, functions, or duties under this Agreement or (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee.
