Termination by the Company without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2.
(b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:
(i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date.
(ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmen...
Termination by the Company without Cause or for Good Reason. In the event Employee’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Employee resigns for Good Reason (as defined herein) and upon the execution of a Release by Employee and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the equivalent of twelve (12) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the Effective Date of the Release. Provided that Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of twelve (12) months following a termination without Cause, the Company shall also reimburse Employee for the cost of COBRA premiums to be paid in order for Employee to maintain medical insurance coverage that is substantially equivalent to that which Employee received immediately prior to the termination provided, however, that the Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the twelve (12) month period, and Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation and COBRA reimbursement are collectively referred to as the “Severance Benefits”).
Termination by the Company without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with
Termination by the Company without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 8.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1.
(b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates his employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following severance benefits: (1) an amount equal to Executive’s then current Base Salary for nine (9) months, less all applicable withholdings and deductions (“Severance”), paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter and (2) a pro rata portion of Executive’s Target Amount for the performance year in which Executive’s termination occurs, with such pro rata portion calculated based upon the number of days that Executive was employed during such performance year divided by the total number of days in such performance year, payable as a lump sum payment on the Release Effective Date (as defined below) (“Bonus Severance”).
(c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance and Bonus Severance pursuant to Section 6.1(b) of this Agreement and the payments pursuant to Section 6.1(d) if: (i) by the 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”...
Termination by the Company without Cause or for Good Reason. Notwithstanding Section 3(a) and subject to Section 3(d) below, if your Service is terminated by a Participating Company for any reason other than Cause or due to your voluntary resignation for Good Reason after the Grant Date and prior to the third anniversary of the Grant Date, subject to you satisfying the Release Requirement set forth in Section 3(e) below, the Award would be treated as follows: (i) the number of Performance Units corresponding to any Performance Period that ends on or ended prior to the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A) that are eligible to vest (as though you had continued in Service until the third anniversary of the Grant Date) based on actual performance for such completed Performance Period will vest upon your termination of Service (for this purpose, taking in to account the Change in Control provisions of Exhibit A as to any such Performance Period(s)), and (ii) for any Performance Units corresponding to a Performance Period that ends after the date of your termination of Service (before giving effect to any deemed early ending of any Performance Period pursuant to the Change in Control provisions of Exhibit A), such Performance Units will remain outstanding and eligible to vest at the end of that Performance Period (including any deemed early ending of such a Performance Period giving effect to the Change in Control provisions of Exhibit A) on a pro-rata basis (where the number of Performance Units corresponding to such a Performance Period that will vest at the end of that Performance Period will equal (a) the number of Performance Units corresponding to that Performance Period that are eligible to vest based on actual performance for that Performance Period as determined in accordance with Exhibit A (including any deemed early ending of a Performance Period giving effect to the Change in Control provisions of Exhibit A) multiplied by (b) a fraction, the numerator of which is the total number of days from the first day of the Performance Period through the date of your termination of Service and the denominator of which is the total number of days in that Performance Period (for purposes of this clause (b), counting days based on the originally-scheduled Performance Period without giving effect to any deemed early ending of a Performance Period under the Change in Control provisions of Exhibi...
Termination by the Company without Cause or for Good Reason. For purposes of this Section 6.03, “
Termination by the Company without Cause or for Good Reason. In the event of termination by the Company without Cause or by the Executive for Good Reason (as defined), the Company shall pay Executive his base salary at the rate in effect as of such determination date for the longer of (a) the remainder of the term of this Agreement or (b) one year after such termination date. For purposes of this Agreement, "Good Reason" shall mean (i) a reduction in the Salary, (ii) a relocation of the Executive's headquarters outside of the Norwalk, Ohio, area, (iii) a material demunition in the Executive's duties or responsibilities, (iv) an adverse change in Executive's title, (v) assignment to Executive of duties and responsibilities inconsistent with his position in any material respect, (vi) breach by the Company or Insurance Management Solutions Group, Inc. ("IMSG") of their respective duties and obligations under this Agreement and the Corporate Governance Agreement, dated the date hereof between Executive, the Company and IMSG relating to certain corporate governance issues, (vii) breach by the Company, IMSG or Bankers Insurance Group, Inc. ("BIG") of their respective duties and obligations under the Merger Agreement, dated May 12, 1998, by and among Executive, his spouse, the Company, IMSG and BIG, (viii) breach by the Company, IMSG or BIG of their respective duties and obligations under the Option and Exchange Agreement dated of even date herewith between Executive, the Company and IMSG or the Indemnity Agreement between Executive, his spouse, the Company, IMSG and BIG, (ix) a default under the terms of that certain Subordinated Promissory Note in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) issued by the Company to Executive, or (x) the sale, directly or indirectly, of the capital stock or substantially all of the assets of the Company to a competitor of the Company without the consent of Executive.
Termination by the Company without Cause or for Good Reason. The ----------------------------------------------------------- Employee acknowledges and agrees that his employment with the Company is "at- will," and may be terminated by the Company at any time with or without cause. If the Company terminates this Agreement without cause or if the Employee terminates this Agreement for Good Reason, the Company will pay the Employee (i) the Employee's then-current Salary for the lesser of (a) the remainder of the Term or (b) the remainder, if any, of the calendar month in which such termination is effective and for twelve (12) consecutive calendar months thereafter, (ii) an amount equal to a prorated portion of the annual bonus that the Employee received in the fiscal year before the fiscal year of such termination, (iii) continued coverage under the benefits provided to the Employee under Section 3.1(d) above, to end upon the earlier of (a) twelve (12) months from the date of such termination or (b) the date on which the Employee obtains comparable coverage under a new employer and (iv) accrued vacation time through the date of such termination.
Termination by the Company without Cause or for Good Reason. If Executive terminates his employment for Good Reason or his employment is terminated by the Company without Cause during the Protected Period, Executive shall receive, in addition to the Accrued Obligations:
(1) To the extent not theretofore paid as part of the Accrued Obligations, Executive’s Highest Base Salary through the Termination Date. Highest Base Salary is defined as the highest Base Salary paid to Executive in any single month during the 24 months immediately prior to the Termination Date; plus
(2) A pro rata Annual Bonus in the amount of the product of (x) the greater of the Annual Bonus paid or payable (annualized for any fiscal year consisting of less than twelve full months or for which Executive has been employed for less than twelve full months) to Executive for the most recently completed fiscal year during the Employment Period, if any, or the Average Annual Bonus, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365; plus
(3) With respect to outstanding, unvested LTI Awards, (A) time-vesting LTI Awards shall become immediately and fully vested, and (B) performance-vesting LTI Awards shall vest pro rata based on actual performance as provided in Paragraph 4(a); plus
(4) An amount equal to (A) three times the Executive’s Highest Base Salary, plus (B) three times the Average Annual Bonus; plus
(5) Any unvested portion of Executive’s balance in the DC Plan shall become fully vested; plus
(6) An amount equal to three years of COBRA premiums based on the terms of Company’s group health plan and Executive’s coverage under such plan as of the Termination Date (regardless of any COBRA election actually made by Executive or the actual COBRA coverage period under Company’s group health plan); plus
(7) The Company shall, at its sole expense as incurred, provide Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion, provided, in no event shall such outplacement services cost more than $25,000. All such payments under clauses (1), (2), (4), and (6) of this Paragraph 4(b)(iii) shall be paid to Executive in a lump sum in cash on the First Payment Date; provided that Executive has signed a release of all claims and such release has become irrevocable on or before the payment date; provided, however, that amounts determined under clause (4) shall be payable in thirty-six equal m...
Termination by the Company without Cause or for Good Reason. (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 6.4 or 6.5 below is not a termination without “ Cause” for purposes of receiving the benefits described in this Section 6.1.
(b) If the Company terminates Employee’s employment at any time without Cause or Employee terminates his employment with the Company for “Good Reason” (as defined in Section 6.1(g) below), then Employee shall be entitled to receive the Accrued Obligations (defined in 6.1(d) below). If such termination without Cause constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and Employee complies with the obligations in Section 6.1(c) below, Employee shall also be eligible to receive the following “Severance Benefits”:
