Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.
Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to:
(a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date;
(b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year; provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid;
(c) continued medical (health, dental, and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment;
(d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Date; and
(e) the Accrued Obligations.
Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to:
(a) Payment of an amount equal to the sum of (x) one (1) times Executive’s Salary as in effect immediately prior to the Termination Date and (y) one times the average Annual Cash Bonus paid over the previous two (2) years; provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid, payable in twelve (12) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, but in any event, if at all, within ninety (90) days after the Termination Date;
(b) reimbursement for monthly COBRA costs of continued coverage for a period of twelve (12) months following the Termination Date under the Company’s welfare plans (including health, dental, prescription drug and vision), for Executive and, as applicable, his spouse and eligible dependents, less the amount Executive would be required to contribute for such coverage if Executive had remained an active employee during such twelve (12) month period;
(c) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twelve (12) month period following the Termination Date; and
(d) the Accrued Obligations.
Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment hereunder is terminated during the Term (I) by the Company (A) other than for Cause, and other than due to Executive’s death or “Disability” (as defined below) or (B) as a result of the Company’s non-renewal of the Term, or (II) by Executive with Good Reason, then Executive shall be entitled to (1) the Accrued Benefits and (2) upon Executive’s execution of a general release of claims that is substantially in the form attached hereto as Exhibit A (the “Release”) unless a change in applicable law requires different language to achieve the same result as the current language would achieve if executed as of the date of this Agreement, and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination:
(i) an amount equal to two times the Base Compensation then in effect for the year in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination;
(ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the Code (the “Bonus Plan”), the amount shall instead be equal to the annual bonus that the Executive would have been entitled to receive pursuant t...
Termination by the Company Without Cause or by Executive With Good Reason. (Other Than in Connection with a Change in Control). In the event Executive’s employment with the Company is terminated (other than for death or Disability) (x) by the Company without Cause (other than within six months before, or 24 months after, a Change in Control), or (y) by Executive with Good Reason (other than within 24 months after a Change in Control), the Term of Employment will (if it has not already expired) terminate automatically and the Company will have no further obligations to Executive under this Agreement except for (x) any payments and benefits described in Section 5(f) below and (y) subject to the provisions of Section 5(i) below, the following payments and benefits:
i. If such termination of employment occurs during the Term of Employment, Executive will be entitled to a cash severance amount equal to:
Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 4(d), or Executive terminates his employment for Good Reason as provided in Subparagraph 4(e), then the Company shall, through the Date of Termination, pay Executive his Accrued Benefit. The Company shall within seven (7) days of the Date of Termination provide to Executive a general release of claims in a form and manner satisfactory to the Company (the “Release”). If Executive signs the Release and delivers it to Company within twenty-one (21) days of Executive’s receipt of the Release and does not revoke it within seven (7) days thereafter:
(i) Company shall pay Executive an amount equal to one times the sum of Executive’s Base Salary and his/her Average Incentive Compensation (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twelve (12) months, in arrears beginning on the first payroll date that occurs after thirty-five (35) days from the Date of Termination. Solely for the purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each bi-weekly payment is considered a separate payment. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual cash incentive compensation under Subparagraph 3(b) received by Executive for the two (2) immediately preceding fiscal years. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if Executive breaches any of the provisions contained in Paragraph 7 of this Agreement, all payments of the Severance Amount shall immediately cease.
Termination by the Company Without Cause or by Executive With Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, during the Term, then:
(i) The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination;
(ii) The Company will pay Executive a total amount equal to twenty four (24 months of Executive’s then current Base Salary, less applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s usual payroll practices over a period of twenty four (24) months beginning after the effective date of the separation agreement described in Section 4(d);
(iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage, for twenty four (24 months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and
(iv) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan.
Termination by the Company Without Cause or by Executive With Good Reason. In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive with Good Reason, then the Company shall provide Executive with the same payments and benefits set forth in Section 10(a). Further, provided Executive timely executes a general release of all claims against the Company in a form acceptable to the Company (a “Release”) and the Release becomes effective within 60 days following the date of Executive’s termination, then Executive shall also receive: (i) a pro rata Bonus for the Target Year in which Executive’s termination became effective, payable on the same date that bonuses are payable to other executives of the Company in the year following such Target Year; (ii) continued payment of Executive’s Base Salary during the three (3) month period immediately following Executive’s termination on the Company’s regularly scheduled payroll dates or, after consummation of the IPO, continued payment of Executive’s Base Salary during the six (6) month period immediately following Executive’s termination on the Company’s regularly scheduled payroll dates; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the first installment of the payments made under (ii) hereof shall not be paid until the second calendar year and shall include all amounts that would have been paid prior to such date if such delay had not applied.
Termination by the Company Without Cause or by Executive With Good Reason. In the event Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, all Equity Awards shall become vested as of the day immediately preceding the Termination Date (and, in the case of options, shall be exercisable until the earlier of the expiration of such Equity Awards or the first anniversary of the Termination Date).
Termination by the Company Without Cause or by Executive With Good Reason. The cash severance payable in Section 5(b)(i) of the Employment Agreement shall be increased to an amount equal to two (2) times the sum of (x) and (y) set forth therein.
