Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive's employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason, the Company shall pay the following amounts to Executive:
(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination and any earned but unpaid bonuses for any prior period.
(ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(f) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) An amount equal to two times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive's termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.
(iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, and also including deferred compensation, disability, automobile, and other benefit plans, in which Executive was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such plan, program, or arrangement of the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.
(v) Except to the extent prohibited by law, and except as otherwise provided herein, Executive wil...
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, but excluding any equity grants that may be awarded after the PharmAthene Allowed Claim Treatment Date if the PharmAthene Allowed Claim (each, as defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or Section 4.3(b)(ii) of the Plan, shall, immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
Termination by the Company Without Cause; Termination by Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by Executive:
(i) a material reduction in Executive’s position, authority, duties or responsibilities;
(ii) a reduction in Annual Salary of Executive;
(iii) the relocation of Executive’s office to more than 50 miles from the Company’s principal place of business in Orlando, Florida;
(iv) the Company’s material breach of this Agreement; or
(v) the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform this Agreement. Notwithstanding the foregoing, Good Reason under clause (i), (ii), (iii) or (iv) above shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 15 days from the date of such notice) is given by Executive to the Company no later than 30 days after the time at which Executive first becomes or should have become aware of the event or condition purportedly giving rise to Good Reason; and, in such event, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.
(b) The Company may terminate Executive’s employment at any time for any reason or no reason upon 30 days’ prior written notice to Executive and Executive may terminate Executive’s employment with the Company for Good Reason. If the Company terminates Executive’s employment and the termination is not covered by Sections 4.1, 4.2 or 4.4 or Executive terminates his employment for Good Reason:
(i) Executive shall (subject, in the case of the following clauses (C), (D), (E) and (H), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable) be entitled to:
(A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;
(B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;
(C) a cash payment equal to 200% of Executive’s Annual Salary, payable in equal installments over a 12–month period in accordance with the Company’s usual and customary payroll practices, commencing on the first payday following Executive’s termination; provided, however, that, in the event of such a termination upon or after a Change of Control, such payment shall be paid to Execut...
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated by the Company for reasons other than death, Total Disability or Cause, or Executive terminates employment for Good Reason, the Company will pay the following amounts to Executive:
a) Accrued Compensation;
Termination by the Company Without Cause; Termination by Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by Executive:
Termination by the Company Without Cause; Termination by Executive for Good Reason. The Company may terminate this Agreement and Executive’s employment at any time without Cause upon giving Executive at least 10 days written notice. Executive may terminate this Agreement and his Employment for Good Reason upon giving the Company at least 30 days written notice specifying the reason and failure of the Company to remedy the condition within 30 days. “Good Reason” means a material reduction in Executive’s title or duties. Termination of employment because of disability under Section 2.5 and termination of employment because of death under 4.1 are not terminations under this Section 4.3 or Section 4.4.
Termination by the Company Without Cause; Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, then:
(a) Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:
(i) The aggregate of the following, in a single lump sum, on or before the date thirty (30) days after the Termination Date: (A) the Accrued Obligations; and (B) Prior Year Bonus;
(ii) Subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit A, continued payment of Executive’s annual Base Salary (disregarding any reduction thereto in violation of this Agreement) and Pro Rata Bonus for the period from the Termination Date through the lesser of twelve (12) months or the period through and inclusive of the last day of the Term as if Executive’s employment had not terminated (the “Continuation Period”), payable to Executive in accordance with the Company’s generally applicable payroll practices for senior executive officers, but not less frequently than in equal monthly installments (with the Pro-Rata Bonus being paid at the same time Annual Bonuses are paid to other senior executives); and
(iii) The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan; and
(b) Subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit A, (i) all Unvested Equity (other than the Performance Option) shall automatically and immediately become vested and exercisable in full on the Termination Date, (ii) the Performance Option shall continue to vest and become immediately exercisable if, and only if, the performance criteria specified in Section 5.4(c) are satisfied during the twelve (12) month period following the Termination Date, (iii) any such accelerated Service Option, Performance Option and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve (12) months from the later of the Termination Date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; and (iv) all restrictions on the Other Equity Awards shall automatically and immediately lapse.
(c) Subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit A, during the period starting on the Termination Date and ending on and inclusive of the earlier of (i) the date, if any, on which Executi...
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) prior to the expiration of the Term by the Company without Cause pursuant to Section 4(d) or by Executive for Good Reason pursuant to Section 4(e), or (y) at the expiration of the Term following the Company delivering a notice of nonrenewal of this Agreement pursuant to Section 1, Executive shall be entitled only to the following:
(i) the Standard Termination Payments;
(ii) the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one (1) year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment not terminated);
(iii) the payment of any accrued but unpaid Annual Bonuses with respect to the prior full calendar year as determined by the Compensation Committee in good faith and payable in cash at the time described in Section 3(b); and
(iv) to have the Company take all such action as is necessary such that all outstanding equity grants to Executive, including any stock options and restricted stock grants, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.
Termination by the Company Without Cause; Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, then:
(a) Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:
(i) The aggregate of the following, in a single lump sum, on or before the date thirty (30) days after the Termination Date: (A) the Accrued Obligations; and (B) Prior Year Bonus;
(ii) Subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit A, continued payment of Executive’s annual Base Salary (disregarding any reduction thereto in violation of this Agreement) and Pro Rata Bonus for the period from the Termination Date through the lesser of twelve (12) months or the period through and inclusive of the last day of the Term as if Executive’s employment had not terminated (the “Continuation Period”), payable to Executive in accordance with the Company’s generally applicable payroll practices for senior executive officers, but not less frequently than in equal monthly installments (with the Pro-Rata Bonus being paid at the same time Annual Bonuses are paid to other senior executives); and
Termination by the Company Without Cause; Termination by Executive for Good Reason. If Executive terminates his employment pursuant to Section 7.1 or if Executive’s employment is terminated by the Company without Cause, then Executive shall be entitled to (i) receive Executive’s Base Salary, Performance Bonus and benefits as set forth in Section 5 to which Executive is entitled up to and including the effective date of Executive’s termination of employment hereunder and (ii) receive Executive’s Base Salary and minimum Performance Bonus as set forth in Section 4.2 paid consistent with the Company’s payroll practices for one (1) year. Executive and his eligible spouse and dependents also shall be entitled to receive, during the Non-Competition Period, at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company-sponsored medical and health benefits to the extent provided by the Company to Executive immediately prior to the termination, but only to the extent such benefits are covered by the insurance policies funding such medical and health benefit plans and, except as required by applicable law, only until the date or dates Executive becomes eligible to receive comparable benefits under the plans or programs of a subsequent employer at a comparable cost to Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis). The continuation of group health coverage under the preceding sentence will count against, and will not extend, the period during which benefits are required to be continued under COBRA and any corresponding provision of state law.
