Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Employee terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Employee his Accrued Benefit. In addition, subject to the Employee signing a customary separation agreement containing, among other provisions, a general release of claims in favor of the Company, its subsidiaries and affiliates, confidentiality, return of property and non-disparagement, in a form and substance mutually satisfactory to the Company and the Employee (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Employee an amount equal to twelve (12) months of the Employee’s Base Salary plus a pro-rata payment (based on the number of days of the applicable fiscal year Employee was employed prior to termination) of the Employee’s Target Annual Incentive Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease;
(ii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and
(iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intend...
Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated during the Term by the Company without Cause or by the Employee for Good Reason, the Employee shall be entitled to the following:
(i) the Company shall pay the Employee his full base salary and commissions (if applicable) through the Date of Termination at the rate in effect at the time the Notice of Termination is given;
(ii) as the annual current year bonus for the year in which the Date of Termination occurs, the Company will pay the Employee an amount (not less than zero) equal to (A) the product of (i) the average of the Employee’s annual current year bonus for the three fiscal years of the Company ending prior to the Date of Termination and (ii) a fraction, the numerator of which is the actual number of days the Employee was employed by the Company during the fiscal year in which the Date of Termination occurs and the denominator of which is 365, minus (B) the aggregate payments previously made by the Company, if any, with respect to the current year annual bonus;
(iii) the Company shall pay to the Employee as a severance benefit a lump-sum amount equal to two (2) times the sum of (a) the Employee’s annual base salary as in effect on the Effective Date or Date of Termination, whichever is greater, without reduction for any mandatory or voluntary deferrals, (b) 100% of the targeted commissions, if any, for the year in which the Effective Date or Date of Termination occurs, whichever is greater, and (c) 100% of the targeted short-term annual bonus and long-term bonus for the year in which the Effective Date or Date of Termination occurs, whichever is greater, or, where the targeted short-term annual bonus or long-term bonus amounts have not been set as of the Effective Date or Date of Termination, 100% of the average of the Employee’s targeted annual short-term and long-term bonus for the three fiscal years of the Company ending prior to the Date of Termination, without reduction for any amounts that would otherwise be deferred to future fiscal years, within thirty days after the Date of Termination;
(iv) any unpaid annual installments of long-term bonuses from prior fiscal years, which installments shall become immediately vested as if the targeted performance levels for future years were met; and
(v) for a 24-month period after the Date of Termination starting with the month immediately after the month in which the Date of Termination occurs, the Company will arrange to provide the Employee and the Employee’...
Termination by the Company Without Cause or by the Employee for Good Reason. If Employee’s employment and this Employment Agreement are terminated by the Company without Cause or if Employee terminates his employment and this Employment Agreement for Good Reason, the Company shall pay Employee the Accrued Obligations in a single, lump-sum payment within 45 days following such termination. In addition, Employee shall be entitled to receive, subject, however, to the provisions of Sections 6.0 and 7.0, the following: (i) an amount equal to one (1) year’s Base Salary (“Severance Payment”), which shall be payable in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company; and (ii) continued medical, hospitalization, life insurance and disability benefits to which Employee was entitled at the Termination Date (any of which may, in the Company’s discretion, be structured as a reimbursement to the Employee of the after-tax cost thereof) for a period of 12 months following the Termination Date (or until Employee receives similar or comparable coverage from a new employer). Employee specifically acknowledges and agrees that all such additional payments and benefits under this Section 5.02 shall be conditional on Employee’s strict and continued compliance with Section 10.0 (Return of Property), Section 13.0 (Confidentiality), Section 14.0 (Work Product Assignment), and Section 15.0 (Covenant Not to Compete).
Termination by the Company Without Cause or by the Employee for Good Reason. The Company may elect to terminate the Term and this Agreement without Cause and the Employee may terminate the Term and this Agreement for Good Reason. In the event that the Employee's employment is terminated under this Section 8.2, the Employee shall be entitled to receive (a) the continued payment of his Base Salary until the first anniversary of the date of termination; PROVIDED, HOWEVER, that any amount of severance payable under this Section 8.2 shall be reduced by any other compensation received by the Employee prior to the first anniversary of the date of termination, and (b) the continuation for a period of one year of welfare benefits to the Employee and his family on a basis substantially equivalent to those which would have been provided to them in accordance with the welfare plans, programs and arrangements of the Company had the Employee's employment not terminated; PROVIDED, HOWEVER, that such benefit continuation shall cease in the event that the Employee and his family obtain comparable welfare benefit coverage from any subsequent employer. On or prior to the date that the Company commences payment or continuation of benefits under this Section 8.2, the Employee shall execute and deliver a release of claims in favor of the Company in form and substance satisfactory to the Company and all applicable revocation periods shall expire.
Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability (iii) the Employee resigns for Good Reason, (iv) this Agreement is not renewed or otherwise extended by the Company after the Expected Completion Date, and the reason for such non-renewal or extension is not related to a termination for Cause, Disability or death of the Employee, the Employee shall be entitled to receive, as damages for such a termination, resignation or non-renewal, an amount equal to two-thirds of his Base Salary and Target Cash Bonus (collectively the “Termination Payment”) received during the period 360 days prior to the Termination Date. The Termination Payment shall be paid to Employee within 30 days of the Termination Date.”
Termination by the Company Without Cause or by the Employee for Good Reason. If (i) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (ii) the Employment Period is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability or (iii) the Employee resigns for Good Reason, the Employee shall be entitled to receive, as damages for such a termination, the greater of (i) his Base Salary from the Termination Date to the second anniversary of the Termination Date or (ii) $600,000, provided, however, that if such termination or resignation occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive the greater of (i) his Base Salary from the Termination Date to the third anniversary of the Termination Date or (iii) $900,000. Such payment shall be made in accordance with the normal payroll practices of the Company. During this period, the Company shall also reimburse the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee’s life insurance and disability coverage and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the date of termination.
Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee’s employment is terminated by the Company without Cause, or is terminated by the Employee for Good Reason, the Company shall (i) pay the Employee, in accordance with the Company’s regular payroll practices, severance pay in the form of base salary continuation (exclusive of any bonus or incentive component) for a period of six (6) months following termination and (ii) continue to pay the Company’s share of the premiums for health and dental coverage for the Employee (in accordance with the applicable benefit plans) to the extent the Employee is, and continues to be, eligible and participating in such plans, subject in the each such case of clauses (i) and (ii) to the Employee’s execution and, if applicable, non-revocation, of a severance agreement and release drafted by and satisfactory to counsel for the Company.
Termination by the Company Without Cause or by the Employee for Good Reason a. The Employee may resign (and thereby terminate his employment under this Agreement) at any time for Good Reason (as defined below), upon not less than thirty (30) days' prior written notice to the Company specifying in reasonable detail the reason therefor, provided, however, that if the reason for resignation for Good Reason is susceptible of a cure, the Company shall have a period of thirty (30) days after such written notice to effect a cure. For purposes of this Agreement, "Good Reason" shall mean (a) any material failure by the Company to comply with any material obligation imposed by this Agreement (including the failure of a successor to the Company to assume this Agreement or any purported termination hereof which is not in compliance with any applicable notice provisions hereof); (b) a reduction of Employee's Base or a material reduction in the Employee's title, position, duties or responsibilities; (c) the Employee's assignment to an office of the Company located more than fifty (50) miles from the Company's current Boca Raton, Florida office; or (d) the Company's creation of working conditions that a reasonable person in the Employee's position would consider unreasonable or intolerable, as determined by the Compensation Committee. The Company may terminate the employment of Employee without cause and the Employee may terminate the Agreement with Good Reason, in each case, at any time upon 30 days' prior written notice, provided that in either such event the Company shall be obligated to pay Employee, in a lump sum within fifteen (15) days of the date of termination of employment, an amount equal to 100% of the sum of (a) Employee's then current Base, and (b) any bonuses paid to Employee during the 12 month period preceding the date of such termination. In addition, the Company shall maintain the Employee's health insurance, life insurance and disability insurance at its expense on the same terms and conditions as existed during the Employee's employment for the unexpired Term of this Agreement; provided, that such benefits will not be continued in the event that Employee obtains similar benefits in connection with any future employment. Moreover, in such event, Employee shall be entitled to receive all other customary post-termination benefits under the Company's retirement plans, insurance programs, and other benefit plans, and Employee shall be entitled to acceleration of any vesting under any long-term incentive plans, including the vesti...
Termination by the Company Without Cause or by the Employee for Good Reason. If Employee's employment is terminated by the Company without Cause pursuant to Section 5(c) hereof or by Employee for Good Reason pursuant to Section 5(f) hereof, the Company shall pay Employee the following compensation and benefits in addition to the compensation and benefits provided pursuant to Section 6(a) above:
(i) Employee shall be entitled to be paid his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company's regular pay days for a period equal to twelve (12) months. Such payments shall be made from the effective date of termination as if employment had continued until the end of such period; and
(ii) Employee and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to similarly situated employees of the Company immediately prior to the effective date of termination for a period equal to the remainder of the Term from the effective date of termination, or until Employee becomes eligible for employer-provided health insurance benefits from any other person or business entity (whether or not those health insurance benefits are comparable to the health insurance benefits provided by the Company) whichever occurs first. If participation in any such plan, program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Employee would have been entitled to receive under such plan, program or arrangement for such period.
(iii) All of the Employees then outstanding options to purchase common shares of Capital or the Company, as the case may be, shall be vested and exercisable in accordance with the terms of the Company or Capital's Employee Stock Option Plan pursuant to which such options were granted.
Termination by the Company Without Cause or by the Employee for Good Reason. Upon termination of the Employee's employment by the Company without Cause or by the Employee for Good Reason, the Company shall pay the Employee, within thirty (30) days after the date of such termination of his employment, an amount equal to the aggregate amount of Base Salary which would have been paid to him pursuant to Article III during the remainder of the Employment Term if such employment had not terminated, plus his expense reimbursements. If the Employee's employment shall have been terminated by the Company without Cause in breach of this Agreement, the Employee's right to receive the amount provided for in this clause (d) shall be his sole and exclusive remedy in respect of such breach. The amounts provided for in this Section 2.4 shall be paid to the Employee without offset or deduction by reason of other earnings of the Employee, and the Employee shall have no obligation to seek other employment or otherwise to mitigate the Company's costs, expenses, loss or damage by reason of the termination of the Employee's employment.
