Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to t...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (a) The Company may terminate Executive’s employment without “Cause” (as defined below), and thereby terminate Executive’s employment (and the Employment Period) under this Agreement at any time upon not less than thirty (30) days’ prior written notice.
(b) The Executive may resign, and thereby terminate his employment (and the Employment Period), 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 therefore; provided, however, that the Company shall have a reasonable opportunity to cure any such “Good Reason ” (to the extent possible) within thirty (30) days after the Company’s receipt of such notice.
(c) In the event the Executive’s employment is terminated (i) by the Company without “Cause,” or (ii) by the Executive for “Good Reason” then, subject to Section 4.3(d) hereof, the following provisions shall apply:
(i) The Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company until the expiration of the Employment Period without giving effect to any further extensions pursuant to Section 2.2 hereof, with all such amounts payable in accordance with the Company’s payroll system in the same manner and at the same time as though the Executive remained employed by the Company.
(ii) If such termination occurs upon or within six (6) months following a Change of Control (as defined below), the Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) for a two (2) year period following such date of termination, with all such amounts payable in accordance with the Company’s payroll system in the same manner and at the same time as though the Executive remained employed by the Company, subject to Section 4.3(c)(vii) hereof.
(iii) Subject to the discretion of the Compensation Committee, the Company shall pay to the Executive a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had he worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. The bonus sha...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) The Executive's employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for "Good Reason" upon one (1) month's written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include without limitation a failure to pay the Executive his salary or bonus, a failure to provide the Executive his benefits, or a requirement that the Executive travel a significantly larger number of days than in the previous calendar year; (B) a material reduction in the Executive's duties or responsibilities; (C) a change in the Executive's reporting relationship so that he no longer reports directly to the President;
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event that during the Employment Period (i) the Company terminates Executive’s employment for any reason other than for Cause or due to Executive’s Disability, or (ii) Executive resigns for Good Reason, Executive shall be entitled to receive the Accrued Obligations and, subject to compliance with the release requirement of Section 8 and except as otherwise provided in Sections 12(h) and 14(e), the following payments and benefits:
(i) All payments and benefits described in Section 6(b), except that in lieu of the amount described in Section 6(b)(ii), Executive shall receive an amount equal to Executive’s target Annual Bonus for the year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date.
(ii) A lump sum cash payment in an amount equal to three times the sum of (A) Executive’s Annual Base Salary immediately prior to the Termination Date, plus (B) the average of Executive’s Annual Bonus for the three fiscal years prior to year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date. For purposes of clause (B), Annual Bonuses for years prior to 2017 shall not be included, and if fewer than three fiscal years have been completed prior to the Termination Date, the average Annual Bonus for the number of completed fiscal years shall be used (or if such termination occurs before payment of the 2017 Annual Bonus, the 2017 target Annual Bonus amount shall be used).
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. Except as otherwise set forth in Sections 7(c) and (d), if, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, the following, subject to Section 7(g):
(i) The Accrued Compensation and Benefits;
(ii) A cash payment equal to 100% of the Base Salary paid in accordance with the Company’s normal payroll practice over a period of 12 months following the date of termination of employment;
(iii) A cash payment equal to 100% of the target Annual Bonus paid in accordance with the Company’s normal payroll practice over a period of 12 months following the date of termination of employment;
(iv) A pro-rated Annual Bonus for the year of termination of employment based on the number of days prior to the Executive’s termination of employment during the applicable performance period, payable based on actual performance in accordance with the terms of Section 4(b) (the “Pro Rata Bonus”); and
(v) A lump sum cash payment equal to (A) 12 multiplied by (B) the employer portion of the monthly cost of maintaining health benefits for the Executive (and the Executive’s spouse and eligible dependents) as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) The Executive’s employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) month’s written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s worksite to a location seventy five (75) miles or more from its current location.
(ii) Subject to Section 11, if the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a three (3) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of any annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under the Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. As a condition of receiving severance payments and benefits pursuant to this Agreement, the Exe...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If this Agreement and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason pursuant to Sections 6.1(4) or 6.1(6) above, then the Company shall pay to the Executive the Accrued Obligations. Participation in all equity, equity- based and profit participation plans and arrangements (if any), including the vesting of any award outstanding thereunder will terminate immediately upon the applicable Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise. Further, subject to the terms of Section 6.7 and Executive complying with the terms in Section 6.8, the Executive shall be entitled to an amount equal to the Executive’s then-current Base Salary for twelve (12) months, less all applicable withholdings and deduction (the “Severance Benefits”), to be paid in equal installments over a period of twelve (12) months following the Date of Termination in accordance with the Company’s regular payroll practices, with the first installment being paid beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.7), with the first installment including any amount of the Severance Benefits that would otherwise have been due prior to the Release Effective Date; and The Severance Benefits provided to the Executive pursuant to this Section 6.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy or program.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause (with 30 days’ written notice by the Company) or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, the following benefits, subject to Section 4(f) and the other terms of this Agreement:
(i) The Accrued Compensation and Benefits;
(ii) A lump sum amount equal to two times the sum of the Executive’s Base Salary in effect as of the date of his termination of employment, to be paid in accordance with, and subject to, Section 4(f);
(iii) A lump sum amount equal to the average annual cash incentive bonus paid to the Executive in respect of the last three (3) calendar years prior to the year in which the Executive’s termination of employment occurred (based solely on amounts paid in respect of 2019 and beyond), to be paid in accordance with, and subject to, Section 4(f);
(iv) a pro-rated Annual Bonus for the year in which the termination of employment occurred (based on the actual achievement of any applicable performance criteria), and pro-rated based on the number of days the Executive was employed by the Company during the calendar year in which his termination of employment occurs (the “Pro-Rated Annual Bonus”), payable as and when annual bonuses are paid to similarly situated executives of the Company, but in no event later than March 15th of the year following the year in which such Annual Bonus was earned;
(v) A lump sum cash payment equal to the product of (A) 24 multiplied by (B) an amount based on the employer portion of the monthly cost of maintaining health benefits for Executive (and the Executive’s spouse and eligible dependents) or, to the extent the Executive does not participate in such health benefits, other similarly situated executives of the Company (as reasonably determined by the Company), in each case as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to be paid in accordance with, and subject to, Section 4(f); and
(vi) Subject to Section 4(f), each outstanding stock option to purchase shares of the Company’s common stock shall be treated as follows: (i) each Priced St...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Company Group or otherwise, the following, subject to Section 6.7 for the benefits described in clauses (ii)-(iv): (i) the Accrued Compensation and Benefits; (ii) six (6) months of salary continuance at the same rate as the Base Salary, less applicable withholdings and deductions; (iii) accelerated vesting of any portion of the RSUs described in Section 4.3 that remain unvested and outstanding as of the Executive’s termination date (which RSUs thereafter will be settled and payable); and (iv) in the event that the effective date of Executive’s termination occurs after the end of a calendar year worked by Executive and prior to payment of bonuses for that calendar year, the Company will pay Executive his bonus for such calendar year (if any) calculated based upon application of the performance metrics determined by the Company in its sole discretion with respect to such bonus. For the avoidance of doubt, if the Company provides notice of non-renewal of the Initial Employment Term or any Renewal Term as provided in Section 2, such non-renewal shall not constitute a Termination by the Company without Cause for purposes of this Section 6.2. EXECUTION COPY
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause, the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Company Group or otherwise, the following, subject to Section 8(d):
(i) The Accrued Compensation and Benefits payable at the times set forth in Section 8(a);
(ii) Payment of a sum equal to (A) one year’s worth of the Executive’s Base Salary at the rate in effect at the time immediately prior to the Executive’s termination from employment and (B) pro-rata earned Annual Bonus as of termination (the “Severance Amount”). The Severance Amount will be paid in equal installments over the course of 8 months following the date of termination of employment, with the first such payment to be made on the 60th day following the date of termination of employment and each payment thereafter to be made in accordance with the Company’s normal payroll practices; and
(iii) The portion of the Equity Awards next scheduled to vest following the date of termination of employment will vest as of the 60th day following the date of termination of employment.
