Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,
Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination.
Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive written notice of such termination within ten (10) business days prior to the effective date of such termination. The Executive may terminate his employment by the Company at any time for Good Reason by giving the Company written notice of such termination within ten (10) business days prior to the effective date of such termination.
Termination by the Company without Cause; Termination by the Executive for Good Reason. During the Term, the Company may terminate the Term of this Agreement and the Executive’s employment without Cause, and the Executive may terminate the Term of this Agreement and his employment for Good Reason.
Termination by the Company without Cause; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company without Cause (including due to the Company’s non-extension of the Term pursuant to Section 1.1 hereof) or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to (A) the Severance Amount and (B) the Target Pro Rata Bonus (together with the Severance Amount, the “Severance Payments”).
Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company written notice in the manner set forth below. In the event that during the Term the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), or by the Executive for Good Reason, in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g)), the Executive shall be entitled to:
Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) The Company may terminate the Executive's employment at any time for any reason or no reason. If the Company terminates the Executive's employment and the termination is not covered by Section 4 or 5.1 or the Executive terminates service for "Good Reason", (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement and the Company's Milestone Incentive Compensation Plan to the extent benefits are earned, accrued and payable under the terms of such plan prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 100% of the Executive's Annual Salary (as in effect immediately before such termination), payable no later than 15 days after such termination and (B) for a period of 12 months after termination of employment such continuing coverage under the group health plan and the basic life insurance plan as the Executive was receiving at the time of such termination of employment at the same cost to the Executive as that paid by active executive-level employees; (iii) the Executive shall have a non-forfeitable right to, and shall be entitled to receive, the consideration payable to the Executive under the Merger Agreement with respect to which the Executive's rights were not vested at Closing (as defined in the Merger Agreement) and which has not yet been paid as of the date of termination; (iv) the Executive shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan); and (v) 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; provided that the Company's obligations with respect to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a General Release in the standard form used by the Company. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation plan, program or policy of the Company.
Termination by the Company without Cause; Termination by the Executive for Good Reason. In the Event that the Executive's employment is terminated by the Company without Cause pursuant to Paragraph 5(d) or by the Executive for Good Reason pursuant to Paragraph 5(e), the Company shall pay the following amounts to the Executive:
Termination by the Company without Cause; Termination by the Executive for Good Reason. Termination at the end of a Term after the Company provides notice of Non-Renewal.
Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) In the event that the Executive’s employment hereunder is terminated during the Term (x) by the Company other than for Permanent Disability in accordance with Section 6.1 or for Cause in accordance with Section 6.2 or (y) by the Executive with Good Reason in accordance with Section 6.3(b) (and within thirty (30) days following the expiration of the cure period set forth in Section 6.3(b)), the Term shall expire and the Company shall provide the Executive with the following (in lieu of separation payments under any other Company severance plan, policy or arrangement):
