Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;
(iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and
(v) In the event that such termination occurs within twelve (12) months following a Change in Control:
(A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and
(B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or a...
Termination by the Company Without Just Cause. The Company may terminate Executive's employment without Just Cause upon written notice to Executive.
Termination by the Company Without Just Cause. If the Company terminates this Agreement prior to its expiration (including extensions as provided in Section 1.b.) for any reason other than for Just Cause or the death or Disability (as defined in Section 7.e.) of the Employee, the Company shall:
(i) Within thirty (30) days of the Termination Date, pay to the Employee a lump sum severance payment equal to three (3) times the sum of: a) the Employee’s highest Base Salary during the previous two years of employment immediately preceding the Termination Date, plus b) the highest Bonus paid to the Employee for a year within the same two year period of employment immediately preceding the Termination Date,
(ii) Pay to the Employee any unpaid expense reimbursement upon presentation by the Employee of an accounting of such expenses in accordance with normal Company practices, but no later than March 15 of the year following the year of termination,
(iii) Immediately vest any unvested Company stock options and restricted stock (excluding all LTIP shares),
(iv) Pay any deferred income or Retirement Compensation (under Section 4.c.) or other benefit payments due under this or any other agreements or plans, provided such payments shall be made under the schedule originally contemplated in the agreement under which they were granted,
(v) Make any other payments or provide any benefits earned under this or any other employment agreement or plan, including the Company’s Long-Term Incentive Plan, and
(vi) Continue coverage of the Employee and any dependents covered at the time of termination under the Company’s group health plans at the Company’s cost for a period equal to the lesser of (i) 18 months or (ii) such period as the Employee is eligible to participate in another employer’s health plan.
Termination by the Company Without Just Cause. In the event the Company terminates this Agreement prior to its expiration (including extensions as provided in Section 1.b) for any reason other than for Just Cause or the death or Disability (as defined in Section 7.e.) of Xxxxxxx, the Company shall:
(i) Pay to Xxxxxxx within thirty (30) days after the Termination Date a lump sum severance payment equal to two times the sum of:
(A) Xxxxxxx’x highest Base Salary during the previous two years of employment immediately preceding the Termination Date, plus
(B) the highest Bonus paid to Xxxxxxx during the same two-year period,
(ii) Pay to Xxxxxxx any unpaid expense reimbursement upon presentation by Xxxxxxx of an accounting of such expenses in accordance with normal Company practices, but no later than March 15 of the year following the year of termination,
(iii) Vest any unvested Company stock options or restricted stock (excluding LTIP shares under the Company’s Long-Term Incentive Plan),
(iv) Make any other payments or provide any benefits earned under this or any other employment agreement or plan, including the Company’s Long-Term Incentive Plan (including LTIP shares under the Company’s Long-Term Incentive Plan), and
(v) Continue coverage of Xxxxxxx and any dependents covered at the time of termination under the Company’s group health plans at the Company’s cost throughout the period of time that Xxxxxxx is eligible for federal COBRA health continuation coverage.
Termination by the Company Without Just Cause. The Company may at any time immediately terminate Employee’s employment with the Company without Just Cause. If the Company terminates Employee’s employment without Just Cause, the Company shall be obligated to pay the Employee; (i) Base Compensation for the lesser of (x) an amount equal to six (6) months Base Compensation or (y) the number of months until the end of the Term and (ii) the Performance Bonus, if any, pro rated for the year in which such termination occurs.
Termination by the Company Without Just Cause. In the event the Company terminates Employee’s employment prior to the expiration of this Agreement (including extensions as provided in Section1.
Termination by the Company Without Just Cause. If the Company terminates this Agreement prior to the Ending Date for any reason other than for Just Cause or the death or Disability (as defined in Section 7.e) of the Employee, the Company shall:
(i) Pay to the Employee, within forty (40) days after the Termination Date (or earlier if a payment is required to be made prior to such forty (40) day period), a lump sum severance payment equal to the lesser of (a) the amount of the then Base Salary remaining to be paid to Employee from the Termination Date until the Ending Date plus a pro-rata portion of the target payout under the AIP and (b) two (2) times the then Base Salary plus two (2) times the target payout under the AIP;
(ii) Pay to the Employee any unpaid expense reimbursement upon presentation by the Employee of an accounting of such expenses in accordance with normal Company policies and practices, but no later than March 15 of the year following the year of termination; and
(iii) Make any other payments or provide any benefits earned under this or any other employment agreement or plan, including the Company’s long-term incentive plan.
Termination by the Company Without Just Cause. In the event the Company terminates this Agreement prior to its expiration (including extensions as provided in Section1.b) for any reason other than for Just Cause or the death or Disability (as defined in Section 7e.) of the Employee, the Company shall:
(i) (A) If the Termination Date for the Employee is on or prior to the anniversary of the Effective Date, pay to the Employee twelve months of Base Salary.
Termination by the Company Without Just Cause. The Company may, at any time after January 1, 2007, terminate this Agreement at its convenience and without Just Cause upon ten (10) days’ prior written notice to Consultant. In the event that the Company terminates this Agreement without Just Cause, then, notwithstanding anything contained in Consultant’s stock option agreements to the contrary, (i) Consultant’s then outstanding stock options shall be accelerated in full and such options shall become fully vested and exercisable, and (ii) the period during which Consultant’s then outstanding options may be exercised shall be extended until the earlier of (A) March 30, 2008; or (B) the last date to which such exercisability may be extended without causing such options to be subject to Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options; and provided further, that, notwithstanding anything to the contrary in this Section 6.4, in no event shall the exercisability of Consultant’s “1995 Plan Options” (as defined in the Separation Agreement) be extended later than December 31, 2006. In addition, the Company shall reimburse Consultant for any business expenses that were incurred but not reimbursed as of the date of termination.
Termination by the Company Without Just Cause. In the event that the Company terminates this Agreement without Just Cause, then, notwithstanding anything contained in Consultant’s stock option agreements to the contrary, (i) Consultant’s then outstanding stock options shall be accelerated in full and such options shall become fully vested and exercisable, and (ii) the period during which Consultant’s then outstanding options may be exercised shall be extended until the earlier of (A) March 30, 2008; or (B) the last date to which such exercisability may be extended without causing such options to be subject to Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. In addition, the Company shall reimburse Consultant for any business expenses that were incurred but not reimbursed as of the date of termination.
