Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.
Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (as defined below), all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.
Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay Executive all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked, and Executive shall be entitled to receive the severance payments and benefits set forth below in this Section 4.3; provided, however, that such severance and benefits are conditioned on Executive’s execution and non-revocation of a release agreement, the form of which is attached hereto as Exhibit C, and thereafter the Company’s obligations under this Agreement shall terminate. For the purposes of this Agreement, termination shall be for “Good Reason” if (i) there is a material diminution of Executive’s responsibilities with the Company, or a material change in the Executive’s reporting responsibilities or title, in each case without Executive’s consent; (ii) there is a reduction by the Company in the Executive’s annual base salary then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive agrees that he may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate his employment for Good Reason.
Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d).
(ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause:
(A) The Company shall pay or provide to Executive any Accrued Obligations; and
(B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and
(C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term ...
Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive...
Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Term by providing written notice of termination to Executive. In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in Executive’s Salary, Bonus or long-term incentive compensation opportunity in effect prior to such reduction, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions (including serving on the Board), titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction (including any such reduction effected through any arrangement involving the sharing of Executive’s position and title as Chief Executive Officer of OUTFRONT); provided, however, that any removal of Executive as Chairman of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “Good Reason” under this Agreement; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date (other than authorities, duties or responsibilities relating to the operations of a public company or which are consistent with those given to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executi...
Termination by the Company Without Cause or Termination by Executive for Good Reason. (a) After the Effective Date, if the Company shall terminate the Executive's employment without Cause, or if the Executive shall terminate his employment for Good Reason, this Agreement shall terminate and the Company shall pay and/or provide to the Executive the sum of the following:
(1) Accrued Obligations that the Executive had accrued or earned as of the Date of Termination;
(2) 200% of the sum of:
(A) the Executive's Reduced Base Salary, plus
(B) the Executive's target Annual Bonus (based on Reduced Base Salary) if the Incentive Plan is then in effect for the year in which the Date of Termination occurs, or if the Incentive Plan (as described in Section 4.4 hereof), or any similar annual bonus plan is not then in effect and its suspension or termination constituted a Good Reason basis for the Executive's termination of employment, then the Executive's target Annual Bonus under the Incentive Plan immediately prior to its suspension or termination; provided however, that if the Executive terminates his employment for Good Reason as specified in Section 1.14(e) (relating to the Company's requiring the Executive to be based at any office or location further than a fifty (50) mile radius from the Washington, D.C. metropolitan area), the 200% of Reduced Base Salary and target Annual Bonus shall be reduced to 100% of such Reduced Base Salary and target Annual Bonus.
Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company may terminate Executive's employment under this Agreement, at any time, without Cause so long as the Company pays Executive in accordance with this paragraph 8(b). Executive may terminate his employment under this Agreement for Good Reason (as defined in paragraph 8(d)(ii)), and, in such event, the Company shall be required to pay Executive in accordance with this paragraph 8(b).
(ii) In the event that the Company terminates Executive's employment under this Agreement without Cause, or Executive terminates his employment under this Agreement for Good Reason, the Company agrees to pay Executive, as severance, the Company agrees to pay Executive, as severance, (A) one (1) month (the "Severance Period") (time period specified may not extend beyond the end of the second year following the year of termination) of his then-existing Base Salary ("Salary Component of Severance"), (B) a Bonus (with the amount to be determined based on the then-current metrics for such Bonus, and prorated based on a full calendar year) ("Bonus Component of Severance"), and (C) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the Severance Period (“COBRA Component of Severance”). The payment of severance is subject to paragraphs 8(b)(iv) and (v) below.
(iii) The Company also will pay or provide to Executive the Accrued Obligations (as defined in paragraph 8(a)(ii) above).
(iv) Aside from the amounts set forth in this paragraph 8(b), the Company shall have no further obligation or liability to the Executive under this Agreement, including with respect to any vesting with respect to any Company Equity (except as may be provided otherwise in the agreement granting the Company Equity), bonus or commission plan that may be in effect, in the event that the Company terminates Executive's employment under this Agreement without Cause or Executive terminates his employment under this Agreement for Good Reason. The Company's obligation to pay severance under paragraph 8(b)(ii) is expressly conditioned upon Executive's execution of and delivery to the Company and non-revocation of a release provided by the Company to Executive within the later of ten (10) days after Executive's termination of employment or as required under applicable law) prior to payment of severance, which release must be effective and irrevocable on the delivery date or as otherwise required under applicable law, and will include ite...
Termination by the Company Without Cause or Termination by Executive for Good Reason. Executive shall be entitled to the benefits described in this Section 6(d) in the event that Executive's employment is terminated (i) by the Company pursuant to Section 5(d) for reasons other than death, Total Disability, or Cause, or (ii) by Executive for Good Reason pursuant to Section 5(e).
Termination by the Company Without Cause or Termination by Executive for Good Reason. In addition to the payments described in Section 1(e) and subject to Section 4 and Section 5, provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, the Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, provided that the annual bonus shall be evaluated by the Board, and paid, no later than December 31 of the calendar year following the calendar year to which such annual bonus relates, (ii) continue to make Base Salary payments for (A) a period 6 months following such termination of employment if the termination occurs on or before the third anniversary of the date on which Executive commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (the period of time such payments are provided, the “Severance Period”), payable over such 6 month or 12 month period, as the case may be, on the regular payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 5, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this Section 2(a) unless, on or prior to the fifty-fifth (55th) day following the date of the Executive’s Separation from Service (as defined in Section 4 below), Executive has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this Section 2(a)(ii) shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)).
