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. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,
(A) the assignment to the Executive of any duties materially inconsistent with or inappropriate to his status and office with the Company; (B) the material diminution of the nature or status of the Executive’s responsibilities in any way from those in effect as of the Effective Date; or (C) the adverse change in the Executive’s direct or indirect reporting relationship from that in effect immediately as of the Effective Date; or
(ii) a material (i.e. 5% or greater) decrease in the Executive’s level of compensation because of one or more of: (A) a reduction in the Executive’s Annual Salary; or (B) any material reduction in the employee benefits (including all insurance, pension, welfare, fringe benefits and perquisites) that are provided to the Executive from the benefit levels in effect as of the Effective Date, unless the Company provides substitute employee benefits of a comparable nature that are at least as valuable to the Executive on an after-tax basis;
(iii) the relocation of the principal business offices of the Company to beyond 30 miles from the Company’s existing location in Leesburg, Virginia, if that relocation increases the distance from the Executive’s principal residence to such offices; or
(iv) a material breach of this Agreement by the Company. Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition (which cure shall include without limitation reimbursement or payment to the Executive of any damages sustained during such notice and cure period such as increased travel expenses or out-of-pocket payments for benefits) and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.
(b) The Company may termina...
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 shall be entitled to terminate Executive’s employment without Cause (as defined below), and the Executive is also entitled to terminate his employment for Good Reason (as defined below), in which case Executive shall be entitled to receive the following severance benefits (the “Severance Payments”), in addition to accrued salary and bonus, and accrued and unused vacation, through Executive’s last day of employment: (i) Executive shall be entitled to severance pay in the form of continuation of Executive’s Base Salary in effect on the effective date of termination for a period of twelve (12) months after the date of such termination, to be paid periodically in accordance with the Company’s normal payroll practices and subject to standard payroll deductions and withholdings; (ii) if Executive timely elects continued coverage under COBRA, then (A) the Company shall make such COBRA coverage (or equivalent medical benefits after the termination of COBRA) available for at least 18 months following termination and (B) the Company shall pay the COBRA premiums necessary to continue Executive’s medical insurance coverage in effect on the termination date for a period of twelve (12) months following Executive’s termination (provided that such COBRA continuation and reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees); and (iii) a pro-rata portion of the Executive’s annual target bonus for the calendar year in which the termination occurs. Notwithstanding the foregoing, all Severance Payments under this Agreement are conditional on Executive (i) complying with the provisions of Section 7 below, and (ii) delivering prior to receipt of such severance payments, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and their respective directors, officers and stockholders in a form acceptable to the Company or its successor. In the event that the Company determines that any severance benefit provided hereunder fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code (“Code”) as a result of Section 409A(a)(2)(B)(i) of the Code, then if an accelerated payment of such benefits would cause such benefit not to be subject to the provisions of Section 409A(a)(1) of the Code, the payment of such benefits shall be accelerated to the minimum extent necessary so that the benefit is not subj...
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. 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. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive a Notice of Termination in accordance with Clause 15.2 hereof at least 12 months prior to the effective date of such termination specified in such notice. The Executive may terminate his employment by the Company at any time for Good Reason by giving a Notice of Termination to the Company in accordance with Clause 15.2 hereof, and the effective date of such termination shall be determined in accordance with Clause 11.1.
11.1.1 Except as provided in Clause 11.1.2, in the event that the Executive's employment is terminated by the Company without Cause:
(a) the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; and
(b) if such effective date occurs within 90 days before the end of a fiscal year, the Executive shall also be entitled to a bonus for that year under Clause 3, equal to 40% of his then annual salary (irrespective of whether performance objectives have been achieved), but prorated from the beginning of such year through such effective date, provided, however, that in the event of a termination for Good Reason pursuant to Clause 17.1.8(b), the annual salary used for computation under this Clause 11.1.l(b) shall be the one in effect prior to the reduction referred to in such Clause 17.8(b).
11.1.2 Notwithstanding the other provisions of this Clause 11.1, in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a Notice of Termination delivered to the Executive within two years after, a Change in Control, or (y) the Executive terminates his employment for Good Reason pursuant to a Notice of Termination delivered to the Company in anticipation of, or within two years after, a Change in Control:
(a) the Company shall pay to the Executive, within 30 days after the Notice of Termination is given, a lump-sum cash amount equal to (i) three times the sum of (A) his then current annual salary under Clause 3 and (B) 40% of his then current annual salary under Clause 3, (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a bonus for the then current year equal to 40% of his then current annual ...
Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) For purposes of this Agreement, “
Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive hereunder at any time during the Term without "Cause' (a "Termination Without Cause') and upon such termination the Term shall terminate. It is expressly acknowledged that non-extension of the Term and the Company' notifying the Executive that it does not wish to extend the Term shall constitute a Type I
