Termination by the Company without Cause or Resignation for Good Reason. If Executive’s employment is terminated by the Company Group without Cause or Executive terminates his employment for Good Reason, then Executive shall be entitled to receive the Accrued Rights, and if (x) subject to Section 5(d), Executive executes a release of claims in the form attached as Exhibit A hereto, subject to any revisions necessary to reflect changes in applicable law occurring after the date hereof (the “Release”), and the applicable revocation period with respect to the Release expires within 60 days (or such longer period as required by law) following the Date of Termination and (y) Executive does not breach in any material respect the restrictive covenants set forth in Section 6 hereof, then Executive shall receive the following:
(i) An amount in cash equal to one times the Base Salary as in effect immediately prior to the Date of Termination (without regard to any reduction resulting in Good Reason), which amount shall be payable in substantially equal installments during the 12 month period immediately following the Date of Termination in accordance with the Company Group’s regular payroll practices as in effect from time to time; provided, that, the first such payment shall be made on the first regularly scheduled payroll date of the Company Group that occurs on or following the 60th day after the Date of Termination (the “Payment Commencement Date”) and shall include all payments that would have been made to Executive had such payments commenced on the first regularly scheduled payroll date of the Company Group following the Date of Termination;
(ii) any unpaid annual cash bonus for the immediately preceding (completed) fiscal year as determined and payable at the same time as other senior officers of the Company for such year, and a pro rata annual cash bonus for the year in which the Date of Termination occurs for days worked through the Date of Termination, based on actual Company financial performance, payable at the same time as annual cash bonuses are paid to senior officers of the Company for such year; and
(iii) with respect to health insurance coverage, COBRA benefits (to the extent elected by the Executive) and a lump sum payment equal to the cost of COBRA benefits for Executive and his spouse and eligible dependents for a period of 18 months following the Date of Termination, payable on the Payment Commencement Date. Executive acknowledges that such payments shall be taxable to him.
Termination by the Company without Cause or Resignation for Good Reason. Subject to the terms and conditions of this Agreement, the Company will provide you with Severance Benefits (as defined below) if (i) the Company terminates your employment without Cause or (ii) you resign your employment for Good Reason. You will not be entitled to receive any Severance Benefits if (A) the Company terminates your employment for Cause, (B) you resign from your employment with the Company other than for Good Reason, or (C) in the event of your death or permanent disability. In addition, to the extent that any federal, state or local laws, including, without limitation, so-called “plant closing” laws, require the Company to give advance notice or make a payment of any kind to you because of your involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other similar event or reason, the Severance Benefits payable under this Agreement shall either be reduced proportionately or eliminated, such that the total amounts paid to you do not exceed the amounts specified herein. The Severance Benefits provided under this Agreement are intended to satisfy any and all statutory obligations that may arise out of your involuntary termination of employment for the foregoing reasons.
Termination by the Company without Cause or Resignation for Good Reason. If the Executive’s employment shall be terminated by the Company without Cause (and not by reason of Executive’s death or Disability), or by the Executive for Good Reason, then, in addition to the Accrued Rights, the Company shall (subject to the Executive’s execution, within the period specified therein, of a waiver and general release of claims in substantially the form attached hereto as Exhibit A, and such general release of claims becoming effective and irrevocable in accordance with its terms):
(1) continue to pay to the Executive, in accordance with the Company’s regular payroll practice following the Date of Termination, the Executive’s Base Salary for a period of twelve (12) months;
(2) pay to the Executive, at the time annual bonuses are paid to other Company executives, but no later than March 15 of the year following the year in which the Date of Termination occurs, an annual Performance Bonus for the calendar year of termination (based on actual performance for such year) in a lump sum amount pro-rated based on the number of days in the calendar year of termination from January 1st through the Date of Termination; and
(3) pay or reimburse Executive for the cost of up to one year of COBRA continuation coverage for Executive and his covered dependents; provided that Executive elects and receives such coverage in accordance with the terms and conditions of the applicable benefit plans. Notwithstanding the foregoing the Company shall not be obligated to make any such payments described in this Section 5(c) after the date the Executive first violates any of the restrictive covenants set forth in Section 6. Following the Executive’s termination of employment by the Company without Cause (and not by reason of Executive’s death or Disability), or by the Executive for Good Reason, except as set forth in this Section 5(c), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Termination by the Company without Cause or Resignation for Good Reason. Notwithstanding anything to the contrary contained herein, the Company may terminate the Executive’s employment at any time for any reason or no reason. If the Company terminates Executive’s employment with the Company during the Employment Term without Cause (excluding a termination covered by Section 7.1) or Executive resigns for Good Reason, then the Executive shall receive (i) the Accrued Amounts, and (ii) if a general release of all claims as provided below is executed and delivered by Executive to the Company, in the form attached as Exhibit A, and has become irrevocable, all within the fifty-two (52) days following termination (it being expressly agreed and understood that other than the Accrued Amounts, no payment or benefit under this Section 7.3 shall be required to be paid or provided unless and until the foregoing release requirement is satisfied), then Executive shall receive full payment of his Annual Salary (as in effect immediately before such termination) through the then current Employment Term in the form of a single lump sum payment, within sixty (60) days of such termination, subject to the requirements of 409A as defined below (the “Severance”). Payment of Severance shall be conditioned on Executive’s execution (and non-revocation) of a general release of all claims against the Company and its affiliates (subject to customary exceptions for continuing obligations covered by indemnification or director and officers insurance and share ownership) in the form attached hereto as Exhibit A; and the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. All Severance due shall also be subject to Section 14.2. For avoidance of doubt, the termination of the Executive’s employment at the end of the Employment Term shall not be treated as termination during the Employment Term without Cause eligible for Severance.
Termination by the Company without Cause or Resignation for Good Reason. If Executive is terminated under Section 8(a) or resigns for Good Reason under Section 8(f), and upon execution, not later than 45 days following the termination date, of a separation agreement containing a general mutual release of all claims, the Company shall pay Executive an amount equal to Executive’s Base Salary under Section 3(a) at the time of such termination for a period of twelve (12) months (each such payment a “Severance Payment”). The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company’s normal payroll practices. In addition, during the twelve months following termination (the “Severance Period”) (i) should Executive timely elect to continue coverage pursuant to COBRA, the Company agrees to reimburse Executive for the COBRA premiums due to maintain health insurance coverage that is substantially equivalent to that which he received immediately prior to Executive’s termination, (ii) vesting of the Options shall continue on the schedule set forth in the option agreement, and (iii) Executive’s vested Options shall remain exercisable. The Company shall also pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused PTO, (ii) any business expenses incurred but not reimbursed as of the date of termination, (iii) Employee’s guaranteed bonus for 2010 and any other award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company’s Board of Directors but not paid prior to termination and (iv) the costs of senior-executive level outplacement services for one year following termination; provided that such costs shall not exceed $15,000.
Termination by the Company without Cause or Resignation for Good Reason. If Executive is terminated under Section 8(a) or resigns for Good Reason under Section 8 (f), and following the execution (and expiration of any revocation period), not later than 45 days following the termination date, of a separation agreement containing a general release of all claims against Parent, the Company, and its Affiliates, the Company shall pay Executive an amount equal to Executive’s Base Salary under Section 3 (a) at the time of such termination for a period of twelve (12) months, payable installments as set forth hereinafter (each such payment a “Severance Payment”). The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company’s normal payroll practices. The first installment of the Severance Payments shall be made on the first payroll date after the execution (and expiration of any revocation period) of such separation agreement or, if the 45-day period following the termination date spans two calendar years and the Severance Payment is subject to Section 409A of the Internal Revenue Code, after such 45-day period, and shall include all installments of the Severance Payments that would have been paid if the general release of claims had been fully effective on the termination date.”
Termination by the Company without Cause or Resignation for Good Reason. (i) If the Executive’s employment is terminated by the Company without Cause, then the Company shall: (A) pay the Executive an amount equal to twelve (12) months of the Executive’s Base Salary then in effect, paid in one lump sum no later than thirty (30) days after the Date of Termination. The benefit under Section 4(b)(i) shall not apply to a termination in connection with a Change in Control covered by Section 4 (b)(iii).
(ii) All such payments shall be in addition to payment of the Accrued Benefit, and shall be subject to the Executive signing and returning an executed severance agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property, and non- disparagement, in form and substance satisfactory to the Company (the “Separation Agreement and Release”): (iii) However, in the event that Executive’s employment is terminated without Cause three months before or within twelve (12) months after a Change in Control, then the Company shall pay the Executive an amount equal to twelve (12) months’ of the Executive’s Base Salary then in effect in one lump sum no later than sixty (60) days after 7 US-DOCS\132140372.7 the Date of Termination and subject to receiving the signed Separation Agreement and Release; provided that, if the Date of Termination occurs within three months before a Change in Control, such lump sum payment shall instead be made no later than sixty (60) days after the date of the Change in Control. A “Change in Control” shall be deemed to have occurred if: (A) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Class A ordinary shares, Class B ordinary shares and/or any other class or classes of capital stock of Parent (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of Parent entitled to vote; (B) there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Parent of all...
Termination by the Company without Cause or Resignation for Good Reason. If Executive is terminated under Section 8(a) or resigns for Good Reason under Section 8(f), and upon execution, not later than 45 days following the termination date, of a separation agreement containing a general mutual release of all claims, the Company shall pay Executive an amount equal to Executive’s Base Salary under Section 3(a) at the time of such termination for a period of twelve (12) months (each such payment a “Severance Payment”). The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company’s normal payroll practices. In addition, during the twelve months following termination, should Executive timely elect to continue coverage pursuant to COBRA, the Company agrees to reimburse Executive for the COBRA premiums due to maintain health insurance coverage that is substantially equivalent to that which he received immediately prior to Executive’s termination. The Company shall also pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused PTO, (ii) any business expenses incurred but not reimbursed as of the date of termination, and (iii) Employee’s guaranteed bonus for 2010 and any other award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company’s Board of Directors but not paid prior to termination.
Termination by the Company without Cause or Resignation for Good Reason. Notwithstanding anything to the contrary in this Agreement, whether express or implied, (i) the Company may, at any time, terminate Executive’s employment without Cause (as defined below) by giving Executive at least 15 days’ prior written notice of the effective date of termination and (ii) the Executive may resign for Good Reason (as defined below) by giving the Company at least 15 days’ prior written notice of the effective date of termination. In the event Executive’s employment hereunder is terminated by the Company without Cause (defined below), or Executive resigns for Good Reason (defined below), the Company shall continue to pay to Executive Base Salary for a period of twelve (12) months following the date of such termination, in accordance with the Company’s customary payroll practices, subject to and consistent with Section 409A of the Internal Revenue Code, and shall pay Executive a pro-rated Bonus Compensation for the year in which such termination occurs, based on performance to the date of termination. Further, notwithstanding the foregoing, as a condition precedent to Executive’s receipt of said continued Base Salary and any pro-rated Bonus Compensation under this Section 5(a), Executive shall execute and shall not revoke a Severance Agreement and Release of All Claims, consistent with and not in excess of the consideration set forth this Section, and in a form mutually acceptable to the Company and Executive. The Parties agree to amend this Agreement to the extent necessary to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Internal Revenue Code 409A and any temporary or final Treasury Regulations and IRS guidance thereunder.
Termination by the Company without Cause or Resignation for Good Reason. If during the Term Executive’s employment is terminated by the Company without Cause or Executive resigns Executive’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Rights, and if (i) Executive executes a Release and the applicable revocation period with respect to the Release expires within 60 days (or such longer period as required by law) following the date of termination and (ii) Executive does not breach the restrictive covenants set forth in the Restrictive Covenant Agreement (as defined in Section 6), then Executive shall receive the following: (
