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.
Termination by the Company without Cause or for Good Reason. In the event Executive’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive and written acknowledgment of Executive’s continuing obligations under the Proprietary Information Agreement, Executive shall be entitled to receive the equivalent of six (6) 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 Executive is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of six (6) months following a termination without Cause, the Company shall also reimburse Executive for the cost of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company’s obligation to pay Executive’s COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the six (6) month period, and Executive 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. In the event Executive's employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive and written acknowledgment of Executive's continuing obligations under the Proprietary Information Agreement, Executive shall be entitled to receive the equivalent of twenty-four (24) 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. Additionally, in the event that Executive is terminated without cause or for good reason, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided that Executive is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive for the cost of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company's obligation to pay Executive's COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the eighteen (18) month period, and Executive hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus and COBRA reimbursement are collectively referred to as the “Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.
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 that the Company terminates Executive’s employment without Cause pursuant to Section 4(b), or Executive terminates Executive’s employment for Good Reason, pursuant to Section 4(e), the Company shall pay Executive the Accrued Obligations in a single lump sum on the next regularly scheduled payroll date and, upon Executive’s execution and delivery of a general release of claims in a form acceptable to the Company (and if Executive does not revoke same), which release shall be executed and delivered no later than fifty-three (53) days after Executive’s actual termination from the Company, the Company shall make the following payments and provide the following benefits to Executive:
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. 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:
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. Upon 30 days written notice, the Company, in its sole discretion, may terminate Employee’s employment without Cause or for Good Reason (as “Cause” and “Good Reason” are defined in paragraphs 6(g) and 6(h) respectively). If Employee executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit C (attached hereto), releasing all legal claims except for those that cannot legally be released and Employee continues to comply with all terms of such separation agreement, and any other agreement signed by the Employee with the Company, the Company shall pay Employee severance compensation equal to twelve (12) months of Employee’s then-current Base Salary, payable monthly over a twelve (12) month period in accordance with TeleTech’s then current regular pay periods and policies, less legally required deductions and withholdings. Except as otherwise provided in Exhibit B, no other compensation or bonuses will be deemed “earned” and/or payable at or following termination. If the Company terminates this Agreement without Cause or for Good Reason under this paragraph 6(b), pays Employee the compensation earned as of the termination date, and provides Employee severance compensation in the amount and on the terms specified in this paragraph 6(b), the Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Employee has or may at any time have for compensation or payments of any kind from the Company or TeleTech arising from or relating in whole or part to Employee’s employment with the Company and/or this Agreement. If the separation agreement and legal release referenced above are not signed within thirty (30) days from when the agreements are presented to the Employee, then the Employee waives his right to receive any severance compensation pursuant to this Agreement, even if Employee were to successfully litigate any claim against the Company.
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.
