Termination by the Company without Cause or Resignation by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason then, subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement:
(ii) In the event that Executive is terminated without Cause or resigns for Good Reason between January 1, 2008 and December 31, 2009, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable following the Termination Date, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for a period of 12 months following the Termination Date (except if such Termination Date is prior to the two-year anniversary of the Commencement Date, in which event the Base Salary and Continued Benefits shall be paid by the Company for a period of 24 months following the Termination Date), payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, (D) any Annual Bonus that is determined to have otherwise been earned with respect to the Following Year prorated for the portion of the Following Year between January 1 of the Following Year and the 12 month anniversary of the Termination Date, payable in accordance with the Company’s usual bonus payment schedule, and (E) the Retention Bonus, to the extent not already paid in accordance with Section 4(h) above;”
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) provided that Executive first executes and returns to the Company (and does not revoke) a release of all claims that is in form and substance reasonably satisfactory to the Company, and subject to Executive's continued compliance with the provisions of Section 9 of this Agreement (to the extent expressly applicable after the Agreement Term):
8.4.1. an amount, payable in a lump sum without discount within 30 days of the date of termination, equal to three (3) times the average of Executive's compensation over the last three full calendar years ending prior to the termination date including (i) the Base Salary; (ii) the Annual Bonus and (iii) the value (based on a Black Scholes formula in the case of options and value of the underlying grants in the case of LTIP or outperformance plans) of any equity (including stock, LTIPs and options) or other compensation plans granted or awarded to Executive. In the event that there are less than three full calendar years completed after the execution of this Agreement, the average shall be based on (i) 2006 (including compensation paid by the predecessor of the Company) and (ii) any other full completed years prior to the date of termination.
8.4.2. continued medical and dental benefits for Executive, Executive's spouse and Executive's eligible dependents, who at the time of Executive's termination are enrolled in the Company's benefits plans provided for a period of three (3) years following Executive's termination of employment. Such benefits shall be substantially identical to the benefits maintained for other senior executives of the Company. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such prem...
Termination by the Company without Cause or Resignation by Executive for Good Reason. (i) Subject to Executive’s execution and effectiveness of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and his continued compliance with the Non-Competition Agreement, in the event that Executive is terminated without Cause or resigns for Good Reason, the Company shall pay to Executive (A) any accrued, but unpaid, Base Salary and vacation pay through the Termination Date, payable as soon as practicable in accordance with the usual payroll practices of the Company, (B) any Annual Bonus that is determined to have otherwise been earned with respect to the Termination Year, payable in accordance with the Company’s usual bonus payment schedule, (C) Base Salary and Continued Benefits for the longer of (i) the Termination Date through December 31 of the Termination Year or (ii) 90 days; payable, in the case of Base Salary, in accordance with the usual payroll policies of the Company, and (D) the accrued but unpaid Retention Bonus through the date of termination, to the extent not already paid in accordance with Section 4(f) above, payable within thirty (30) days of the Termination Date.
(ii) As a condition precedent to receiving any payments under Section 7(d)(i) (other than those amounts already accrued prior to the Termination Date, which shall be payable on the date of termination), Executive shall have executed, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, the Release, which may be updated by the Company from time to time to reflect changes in law, and the seven (7) day revocation period of such Release shall have expired without revocation. Subject to Section 19 and the execution of the Release pursuant to this Section 7(d)(ii), all payments under Section 7(d)(i) shall be payable as described above; provided, that the first payment shall be made on the sixtieth (60th) day after the Termination Date (or such later date as required by the terms hereof), and such first payment shall include payment of any amounts that would otherwise be due prior thereto.
Termination by the Company without Cause or Resignation by Executive for Good Reason. (not in Connection with a Change in Control).
(a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.3(a) below) by giving notice as described in Section 6.7 of this Agreement. A termination pursuant to Section 6.5 or 6.6 below is not a termination without “Cause” for purposes of receiving the Non-CIC Severance Benefits described in (and as defined in) this Section 6.1 or the CIC Severance Benefits described in (and as defined in) Section 6.2.
(b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for “Good Reason” (as defined in Section 6.1(g) below), in either case, at any time except during the Change in Control Measurement Period (both “Change in Control” and “Change in Control Measurement Period” as defined in Section 6.2 below), then Executive shall be entitled to receive the Accrued Obligations (defined in 6.1(d) below). If such termination without Cause or for Good Reason not occurring during the Change in Control Measurement Period 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 Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Non-CIC Severance Benefits:”
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or by resignation by Executive for Good Reason.
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement is hereby amended by deleting the words “reduced by the present value” in the proviso of Section 7(c)(iii)(B) and inserting the words “in lieu” in its place such that the proviso of Section 7(c)(iii)(B) will now read as follows: “provided that the aggregate amount described in this clause (B) shall be in lieu of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates.”
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, on providing thirty (30) days’ written notice to the Executive, or by electing not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term, as applicable. Executive may elect not to renew the Term after the expiration of the Initial Term or any subsequent Renewal Term for “Good Reason” or terminate this Agreement at any time for “Good Reason”. For purposes of this paragraph, Good Reason shall mean:
6.4.1 Any removal of the Executive from or failure to re-elect the Executive as Chief Financial Officer without his consent, except in connection with termination of the Executive pursuant to Section 6.1 or 6.2 hereof;
6.4.2 A reduction in the Executive’s compensation, or any other material failure of the Company to comply with Section 5 (Compensation) hereof;
6.4.3 The assignment to the Executive of duties materially different than the duties assigned to the Executive hereunder or a material diminution in the Executive’s title, status, seniority, reporting relationship, responsibilities or authority;
6.4.4 Any change in the situs of the Company’s principal offices and facility of requiring the Executive to travel more than 50 miles each way more than two times per week;
6.4.5 Other material breach of this Agreement by the Company; or
6.4.6 Change in Control of the Company. As used herein, a “Change in Control” means the occurrence of any of the following after the Effective Date:
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Agreement Term and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon thirty (30) days written notice by the terminating party, although the Company may waive services during that period. If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive the Accrued Rights. In addition to Accrued Rights, and provided that Executive first executes and returns to the Company within 60 days after the Termination Date (and does not revoke) a release of all claims (other than the Accrued Rights and any other post termination rights under this Agreement) in a form and substance reasonably satisfactory to the Company ("Release”), and subject to Executive's continued compliance with the provisions of Section 8 of this Agreement (to the extent expressly applicable after the Term), Executive shall receive:
7.4.1 an amount (the “WCGR Payment”), which shall be payable in a lump sum without discount ten (10) days after receipt of Executive’s timely signed Release; provided that, if the Termination Date is less than seventy (70) days prior to a calendar year end, the payment shall be made no earlier than January 1 of the following calendar year. The WCGR Payment shall be equal to two (2) times the average of the Executive’s "Annual Compensation” over the last three full calendar years ending prior to the termination date. “Annual Compensation” for each calendar year means the sum of the following: (i) Executive’s Base Salary and Annual Bonus (whether paid in cash or equity grants) with respect to that calendar year plus (ii) the value of any other awards under the Plan, or any outperformance plans or other similar compensation, which vested in that calendar year. In calculating Annual Compensation, the value of any equity (including stock or LTIPs) shall be its face value on the date of grant and the value of any options, the value of out-performance plans and other derivative compensation shall be the value of the portion vesting in the year originally calculated by the Company for its financial statements at the time of grant (assuming the cost is evenly expensed over the vesting period in the event of a multiyear grant). In the event Executive has been employed by the Company for less than three full years on the Ter...
Termination by the Company without Cause or Resignation by Executive for Good Reason. (in connection with a Change in Control).
(a) In the event that Executive’s employment is terminated without Cause or Executive resigns for Good Reason within twelve (12) months following the effective date of a Change in Control (“Change in Control Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.1(c) above, including but not limited to the Release requirement and Executive’s continued compliance with obligations to the Company under Executive’s Covenants Agreement, then Executive will be eligible for the following “
Termination by the Company without Cause or Resignation by Executive for Good Reason. The Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive’s resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive (i) the Accrued Rights, plus (ii) an amount equal to Executive’s annual Base Salary at the time of termination, which amount shall be payable over a one (1) year period in accordance with the Company’s customary payroll practices (subject to Section 6.1), plus an amount equal to Executive’s Target Cash Bonus for the calendar year in which the termination occurs, which amount shall be payable in accordance with the Company’s customary payroll practices (subject to Section 6.1) within thirty (30) days after Executive signs and delivers to the Company the General Release referenced in Section 4.7. In the event of a termination of employment pursuant to this Section 4.4, each grant previously made to Executive pursuant to the Incentive Plan or any similar plan (including, without limitation, any Long Term Incentive Award) (i) that is subject to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based conditions will be considered to be vested and earned at the target level of performance. Executive shall have (a) ninety (90) days or (b) the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive.
