Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates the Executive’s employment during the Employment Period for a reason other than for Cause or due to the Executive’s Disability pursuant to Section 8(a)(ii)(A) or if the Executive terminates his employment hereunder with Good Reason, subject to the Executive’s compliance with Section 7, (i) the Employer shall pay the Executive (A) the Accrued Benefits, (B) a pro rata portion (based on the number of days during the applicable fiscal period prior to the Date of Termination) of the Annual Bonus the Executive would have earned absent such termination, with such payment to be made based on actual performance and at the time bonus payments are made to executives of the Employer generally, and (C) continued Base Salary for 12 months following the Date of Termination (the “Severance Period”) payable in equal installments in accordance with the Employer’s normal payroll practices (the “Cash Severance Payment”); (ii) any unvested awards granted to the Executive under the Incentive Plan shall continue to vest during the Severance Period to the extent that such awards would have become vested had he remained employed through the end of the Severance Period; and (iii) the Executive shall be entitled to additional payments, payable in equal installments in accordance with the Employer’s normal payroll practices, equal to the total costs that would be incurred by the Executive to obtain and pay for continued coverage under the Employer’s health insurance plans during the Severance Period (the “Continued Coverage Payment”). For the purposes of this Agreement, a voluntary termination by the Executive upon the expiration of the Employment Period due to delivery of a non-renewal notice by the Employer pursuant to Section 2 shall be treated as a termination by the Employer without Cause.
Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date of Termination, (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (x) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (y) $1.8 million; (iii) (A) all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive...
Termination by the Employer without Cause or by the Executive with Good Reason. If the Employment Period is terminated in accordance with Section 4.01(b)(iii) or Section 4.01(c)(i) of this Agreement, the Employer shall pay the Executive (i) all accrued but unpaid Salary as of the Termination Date plus (ii) an amount equal to $500,000.00 to be paid to the Executive over a period of 12 months from the Termination Date, in accordance with the Employer’s normal payroll practices and schedule(such amount, the “Severance”).
Termination by the Employer without Cause or by the Executive with Good Reason. If the Employment Period is terminated in accordance with Section 4.01(b)(iii) or Section 4.01(c)(i) of this Agreement, the (i) Executive will be entitled to receive the Salary that would have been payable for the remainder of the Term, (ii) Section 5 of this Agreement shall be null and void with respect to any Confidential Information owned by the Employer prior to July 1, 2006 and (iii) Section 6 of this Agreement shall be null and void. In addition, the Executive will be entitled to receive coverage under the group health plan sponsored by the Employer, if any, to the same extent as provided on the date of the termination of the Employment Period, for the remainder of the Term. The cost of coverage under the Employer's group health plan will be payable solely by the Employer. Except to the extent otherwise permitted under Section 409A of the Code, the Salary and payments for the cost of group health plan coverage shall be accumulated by the Employer and payable to the Executive no earlier than the first day of the seventh calendar month following the date on which the Employment Period is terminated, or if earlier, the date of the Executive's death. If, at the time the Employment Period is terminated, or at any time thereafter, the Salary or payments for the cost of the group health plan coverage to which the Executive is entitled under this Section 4.05(b) is not required to be deferred under Section 409A of the Code, then such amounts shall instead be payable in monthly installments on the first day of each calendar month, provided, that the first installment shall not be made earlier than the later of (i) the first day of the calendar month immediately following the date of termination of the Employment Period or (ii) the date which is fifteen (15) days following the date of the termination of the Employment Period.
Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates the Executive’s employment during the Employment Period for a reason other than for Cause or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall pay the Executive (A) the Accrued Benefits, (B) a pro rata portion (based on the number of days during the applicable fiscal period prior to the Date of Termination) of the Annual Bonus the Executive would have earned absent such termination, with such payment to be made based on actual performance and at the time bonus payments are made to executives of the Employer generally, (C) a lump sum equal to 1.5x the Executive’s Target Annual Bonus for the year of termination, and (D) continued Base Salary for 18 months following the Date of Termination (the “Severance Period”) payable in equal installments in accordance with the Employer’s normal payroll practices (the “Cash Severance Payment”); (ii) (A) any outstanding equity awards granted pursuant to Section 5(c)(i) of this Agreement shall continue to vest during the Severance Period and (B) the Post-Merger Equity Awards shall immediately vest in full on the Date of Termination (without regard to any time-based or performance-based vesting conditions); (iii) the Executive shall be entitled to the Continued Coverage Payment; and (iv) the Executive shall be provided with executive outplacement with a provider of Executive’s choice, up to a maximum of $25,000. If a termination under this Section occurs within three years following the Executive’s relocation to Phoenix, Arizona, pursuant to Section 4 of the Employment Agreement, the Employer shall provide Executive with a relocation package substantially similar to the estimated costs in Exhibit A.
Termination by the Employer without Cause or by the Executive with Good Reason. If the Employer terminates the Executive’s employment during the Employment Period pursuant to Section 8(a)(ii)(B) other than for Cause or the Executive terminates his employment hereunder with Good Reason, the Employer shall pay the Executive all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due, and the Executive’s Base Salary due through the Date of Termination. The Executive shall also be entitled to the Severance Payments. Notwithstanding any other provision of this Agreement, the Plan or any other agreement between the Executive and Employer or any Company Affiliate, at any time before a Change in Control, upon or after having notice having been provided by the Executive of the occurrence or claimed occurrence of any Good Reason event or breach pursuant to the definition of Good Reason in this Agreement, the Executive may terminate employment during the cure period set forth in the definition of Good Reason in this Agreement and, if the Executive does not terminate employment during the cure period, the Employer may terminate Executive’s employment. During the cure period, such termination of employment, whether initiated by the Executive or the Employer, will not be considered to be a termination of employment by the Executive with or without Good Reason or a termination of employment by the Employer with or without Cause. The determination of the category of such termination will be made by the end of the cure period. The termination will not be treated as a Good Reason termination unless it is determined by the Employer that Good Reason exists and the Employer has failed to cure such event before the expiration of the cure period. If the Executive’s employment has terminated by the Executive or the Employer, and (i) no Good Reason event has occurred, the Executive will be deemed to have terminated employment without Good Reason, or (ii) there is a Good Reason event, the Employer cures it before the cure period expires, and the Executive fails to immediately return to work, the Executive will be deemed to have terminated employment without Good Reason.
Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date of Termination, (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination,
