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:
Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated 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), Executive shall be entitled only to the following:
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. (a) For purposes of this Agreement, “
Termination by the Company Without Cause; Termination by Executive for Good Reason. (a) The Company may terminate Executive’s employment without Cause upon 30 days’ prior written notice to Executive and Executive may terminate Executive’s employment with the Company for Good Reason, in which case:
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. In the event Executive’s employment is terminated by the Company for any reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, as defined herein, and conditioned upon Executive executing a release of claims as required by the Company, substantially in the form attached to this Agreement as Exhibit A:
Termination by the Company Without Cause; Termination by Executive for Good Reason. The Company may terminate Executive’s employment with the Company without Cause and not due to any Disability at any time and for any reason or no reason at all, upon not less than ten (10) days prior written notice to Executive. Executive may terminate his employment with the Company for Good Reason; provided, however, that before Executive shall be entitled to terminate his employment with the Company for Good Reason, (i) Executive must provide the Company with thirty (30) days prior written notice of Executive’s intent to terminate his employment and a description of the event Executive believes constitutes Good Reason within thirty (30) days after the initial existence of the event, and (ii) the Company shall have thirty (30) days after Executive provides the notice described above to cure the default that constitutes Good Reason (the “Cure Period”). Executive will have ten (10) days following the end of the Cure Period (if the Company has not otherwise cured the event that otherwise constituted Good Reason) to terminate Executive’s employment, after which time “Good Reason” will no longer be deemed to exist based on such event and Executive will not be entitled to terminate his employment for Good Reason based on such event. In the event Executive’s employment with the Company is terminated without Cause and not due to Executive’s Disability or Executive terminates his employment with the Company for Good Reason outside a Change of Control Period (as defined below), then in either case, the Company shall pay to Executive (i) a lump-sum cash amount equal to the Basic Separation Payment, (ii) a lump-sum cash amount equal to 100% of Executive’s annual Base Salary then in effect (ignoring any reduction that gives rise to a termination for Good Reason), (iii) a lump-sum cash amount equal to twelve (12) times the amount Executive would be required to pay for one month of COBRA continuation coverage under the Company’s medical, vision and dental programs for Executive and his dependents, excluding any flexible spending account, (iv) any Equity Awards held by Executive shall be governed by the terms and conditions of the relevant Equity Plan and Equity Award grant documents, and (v) a lump- sum pro-rated amount of the target Bonus equal to a fraction, the numerator of which is the number of lapsed days in such fiscal year and the denominator of which is 365.
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.
Termination by the Company Without Cause; Termination by Executive for Good Reason. If the Company terminates Executive's employment without Cause, or Executive terminates his employment for Good Reason, the Company will pay and/or provide Executive with the following after compliance with subsection (d) hereof: (i) Base Salary continuation for the longer of (a) two years or (b) the remainder of the Employment Term as in effect on the day the Notice of Termination is delivered (the "Salary Continuation Period"), (ii) all benefits to which Executive is entitled under any benefit plans or programs of the Company in accordance with the terms of such plans through the Termination Date, (iii) continued participation in the Company's medical plan for the Salary Continuation Period, subsidized by the Company to the same extent as for active employees from time to time, if Executive elects to continue participation in the Company's medical plan, and (iv) bonus payments, paid at such time as other senior executives of the Company are paid their bonus payments, at the lesser of (a) the target percentage or (b) the percentage which actually would have been paid to Executive if he had remained in the Company's employ for such fiscal year, for the Salary Continuation Period. If the Salary Continuation Period ends other than on the last day of the Company's fiscal year, the bonus payment attributable to that fractional portion of a fiscal year shall be prorated based on the number of days in that fiscal year which are included in the Salary Continuation Period. Executive shall not be obligated to seek other employment to mitigate the amounts payable to Executive during the Salary Continuation Period set forth in (i), above; provided, however, that if Executive accepts employment during the Salary Continuation Period, the amount of pre-tax cash compensation paid to Executive for such employment shall reduce the amount payable by the Company pursuant to (i) and (iv) above by the amount of such pre-tax cash compensation and the medical coverage provided in (iii), above, shall become secondary to any medical coverage offered by the subsequent employer.
