Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following:
(1) Base Salary earned but not paid prior to the date of the termination of his employment;
(2) all annual incentive compensation awards with respect to any year prior to the year of the termination of the Executive's employment which have been earned but not paid;
(3) an amount equal to the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment), payable with respect to the 12-month period following the date of the termination of the Executive's employment (the "Severance Period") and in accordance with the Company's regular payroll practice;
(4) a pro rata annual incentive compensation award for the year in which the termination of the Executive's employment occurs; provided, however, that the performance goals established under the annual incentive compensation plan or program with respect to the year in which the termination of the Executive's employment occurs are met;
(5) the exercisable portion of the Option held by the Executive as of the date of the termination of his employment shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire;
(6) the unexercisable portion of the Option held by the Executive as of the date of the termination of his employment that would have become exercisable during the Severance Period if the Executive's employment had not been terminated, if any, shall immediately become exercisable (the "Accelerated Portion") as of such termination date, and the remaining portion of such unexercisable portion of the Option shall immediately be forfeited by the Executive as of such date, and the Accelerated Portion shall remain exercisable until the earlier of (i) the end of the 1-year period following the date of the termination of his employment or (ii) the date the Option would otherwise expire;
(7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and
(8) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.
Termination of Employment by the Company Without Cause. The Company may terminate the Executive’s employment without Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company in connection with, or within one year after, a Change in Control, the Executive shall thereupon be entitled to the following:
(1) base salary, Earned Bonus and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment;
(2) a cash amount equal to the product of 2.0 times the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonuses paid to the Executive with respect to the three most recent fiscal years ending before the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment;
(3) a lump sum payable in accordance with the regular withholding practices as in effect from time to time, within two business days after the Executive’s termination of employment, equal to 2.0 times the annual premium or cost (including amounts paid by the Executive) for the Executive’s health, dental, disability and life insurance benefits as in effect on the date of the Executive’s termination of employment; and
(4) such other or additional benefits, if any, as are provided under applicable plans (including, but not limited to, the Company’s equity incentive plan), programs and/or arrangements of the Company. If the Executive’s employment is so terminated by the Company without Cause, but there has not been any Change of Control, the Executive shall thereupon be entitled to: (i) the amount described in (1) above; (ii) a lump sum payment, payable in accordance with the regular withholding practices of the Company as in effect from time to time within two business days after the Executive’s termination of employment equal to the sum of (x) the Executive’s annual base salary (based on the annual base salary in effect on the Date of Termination), plus (y) the greater of (i) the bonus most recently paid to the Executive or (ii) the average amount of the bonu...
Termination of Employment by the Company Without Cause. If the Executive's employment is terminated by the Company without Cause, other than due to death or Disability, the Executive shall be entitled to the following:
(1) Base Salary earned but not paid prior to the date of the termination of his employment;
(2) Annual Bonus with respect to any year prior to the year of the termination of the Executive's employment which has been earned but not paid;
(3) an amount equal to the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment) (the "Salary Continuation Benefits") with respect to a period equal to eighteen months, payable in equal monthly installments during such period;
(4) continued accrual of credited service through the end of the Term of Employment for the purpose of any Company pension plan, program or arrangement;
(5) the right to purchase, at fair market value, the Executive's automobile (if any) provided to him by the Company under the Company's automobile perquisite program for senior-level executives;
(6) any amounts earned, accrued or owing to the Executive but not yet paid under Section 6, 7, 8, 9, 10 or 11 above;
(7) continued participation, as if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements and in other employee benefit plans, programs and/or arrangements in which he was participating on the date of the termination of his employment until the earlier of:
(A) the end of the period used to determine the Salary Continuation Benefits; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that:
Termination of Employment by the Company Without Cause. 16.1 The Company may terminate the employment of the Executive at any time during the employment hereunder without Cause by either (i) giving to the Executive 12 months’ prior notice in writing; or (ii) terminating the employment of the Executive immediately and paying the Executive in lieu of the notice to which he would have otherwise been entitled under (i) above (which payment in lieu shall be deemed to be included within the Severance Payment referred to in Clause 18.2).
Termination of Employment by the Company Without Cause. 17.1 The Company may terminate the employment of the Executive at any time during the employment hereunder without Cause by either (i) giving to the Executive 12 months’ prior notice in writing; or (ii) terminating the employment of the Executive immediately and paying the Executive in lieu of the notice to which he would have otherwise been entitled under (i) above (which payment in lieu shall be deemed to be included within the Severance Payment referred to in Clause 19.2) provided that the Company may not terminate the employment of the Executive under this clause without his consent at a time when he is unable to perform his duties through illness if the consequence of such termination would be to deprive him of any benefits that would otherwise be payable to him under the provisions of any permanent health insurance policy taken out by the Company.
Termination of Employment by the Company Without Cause by the Executive for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 8, the Executive (or his Beneficiary following the Executive’s death) shall receive:
(i) the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus Plan;
(ii) one hundred percent (100%) of the Executive’s outstanding Equity Awards as of the Date of Termination will be fully vested and exercisable;
(iii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 8, in an amount equal to nine (9) months of Base Salary; and
(iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.
Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive's employment, as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive is terminated pursuant to this Section 10, (i) during the remainder of the Non-Competition Period (as hereinafter defined), the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and (ii) after the Employment Period, the Company and the Executive shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreement.
Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive's employment, as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment shall terminate immediately and without further notice (and such termination shall constitute termination without Cause) in the event of the Executive's death, or the continuous and uninterrupted inability to perform the Executive's duties on behalf of the Company, by reason of accident, mental or physical illness or impairment, or disease, for a period of one hundred eighty (180) days from the first day of such inability to perform his duties. In the case of termination of the Executive by the Company without Cause pursuant to this Section 10, for a period equal to the greater of one (1) year and the remainder of the Employment Period (the "Severance Period"), the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination (less any payments paid during the Severance Period to the Executive pursuant to any disability insurance policies maintained by the Company) and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Section 10 and in Sections 15 and 16 of this Agreement, following termination of the Executive by the Company without Cause, the Company and the Executive shall have no further obligations under this Agreement.
Termination of Employment by the Company Without Cause. If, during the Term, the Company terminates Employee’s employment without Cause, Employee shall receive, on the date which is thirty (30) days after the effective date of such termination of employment, a cash lump sum severance payment in an amount equal to (A) Employee’s earned but unpaid annual base salary and earned but unpaid bonus compensation; plus (B) a pro-rata bonus payment for the year in which the termination occurred, based on any bonus or incentive award plan then in effect; plus (C) an amount equal to Employee’s annual base salary in effect immediately prior to the termination of employment; plus (D) an amount equal to the per diem rate of Employee’s accrued but unpaid vacation time (collectively, the “Termination Benefits”).”
Termination of Employment by the Company Without Cause. Upon termination of the Grantee’s employment by the Company or its Subsidiary without Cause on or after [2 years after Grant Date] but prior to the Vesting Date for Performance RSUs, then this Award of Performance RSUs shall remain outstanding and the number of Performance RSUs to vest shall be determined in accordance with the process set forth in Section 2, provided that the resulting number of vested Performance RSUs will be reduced by 50% (and the remainder of this Award of Performance RSUs will be forfeited).
