Termination by the Company Without Cause or by the Employee for Good Reason. (i) If on or prior to the second anniversary of the Commencement Date (A) the Employment Period is terminated by the Company for any reason other than for Cause, Disability or death, (B) the Employment Period is terminated by the Company for what the Company (acting in good faith) reasonably believes is Cause or Disability, and it is ultimately determined that the Employment Period was terminated without Cause or Disability, or (C) the Employee resigns for Good Reason, the Employee shall be entitled to receive, (1) the Accrued Rights; (2) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, continued payment of Base Salary for a period of thirty-six months after the Termination Date, payable in accordance with the Company’s usual payment practices; provided that the first payment shall begin on the first regular payroll date to occur on or after the First Payment Date and shall include payment of any amounts that would otherwise be due prior thereto; (3) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, a payment equal to the greater of (x) 200% of the average incentive bonus payments received by the Employee under the Bonus Plan or a predecessor annual bonus plan of the Company over the preceding three (3) years or (y) 100% of the Employee’s target bonus under the Bonus Plan for the year in which the termination occurs, payable upon the First Payment Date; (4) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, the Rollover Acceleration Payment, payable upon the First Payment Date; (5) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period of three (3) years from the Termination Date, reimbursement by the Company to the Employee for amounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions of COBRA; and (6) subject to the Employee’s execution and non-revocation of a Release pursuant to Section 12 herein, for a period three (3) years from the Termination Date, the continuation of Employee’s life insurance and disability coverage to the extent limited by Section 5(f).
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:
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):
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, “
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 (iii) the Employee resigns for Good Reason or (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, his Base Salary from the Termination Date to the second anniversary of the Termination Date (the "Salary Continuation Severance Payments") to be paid in accordance with the normal payroll practices of the Company plus a lump sum payment (the "Bonus Severance Payment") 50% of the then current year Target Bonus, provided, however, that if such a termination or resignation described in (i), (ii), (iii) or (iv) above occurs at any time after the occurrence of or in contemplation of a Change of Control, then Employee shall be entitled to receive a lump sum payment (the "Change of Control Severance Payment") of his Base Salary from the Termination Date to the third anniversary of the Termination Date plus the greater of 200% of the average annual payments under the Bonus Plans over the preceding three years or 100% of his current year Target Bonus amount. If the Employee's employment is terminated in the manner described in this Section 6(d), for a period of three years from the Termination Date, the Company shall 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, continue Employee's life insurance and disability coverage to the extent limited by Section 5(g), and pay to the Employee the fringe benefits pursuant to Section 5 which have accrued prior to the Termination Date. Notwithstanding the foregoing, if the Employee is a Specified Employee as of the date of his termination under this Section 6(d), then:
Termination by the Company Without Cause or by the Employee for Good Reason. If the Employee incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Term, by reason of a termination of the Employee’s employment by the Company without Cause, the Employee’s resignation for Good Reason, the Company shall provide (x) the Accrued Obligations (as defined below); and:
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.
