Termination of Employment Without Cause or for Good Reason. (1) If the Grantee’s employment with the Company is terminated involuntarily by the Company without Cause (as defined in the Plan) or is terminated by the Grantee for Good Reason (as defined in subsection (2) below), in either event after the expiration of the Initial Restriction Period, the unvested RSUs shall continue to vest in accordance with the original vesting schedule and shall be subject to performance criteria, if provided for, in Exhibit A (just as if the Grantee had remained employed). In the event of the Grantee’s death after a termination covered by this Section 2.3, the unvested RSUs shall continue to vest as if the Grantee had lived and upon vesting, a number of Shares equal to the number of vested RSUs shall be transferred to the Grantee’s surviving spouse or, if none, to his estate.
(2) For purposes of this Agreement, the Grantee shall be entitled to terminate his or her employment with the Company for Good Reason in the event of, without the Grantee’s express written consent, any one of the acts by the Company set forth below, after the expiration of the Initial Restriction Period, and satisfaction of the following conditions: (a) Grantee provides notice to Company of such Good Reason condition within 90 days of his learning of its initial existence; (b) Company is given 30 days to remedy the Good Reason condition and fails to do so; and (c) Grantee terminates employment within 6 months of his learning of the initial existence of the Good Reason condition. The Good Reason conditions are:
(i) a material reduction in the Grantee’s responsibilities at the Company; or
(ii) the required relocation of the Grantee’s employment to a location outside of the market area of the Company; or
(iii) a material reduction in the levels of coverage of the Grantee under the Company’s director and officer liability insurance policy or indemnification commitments; or
(iv) a substantial reduction in the Grantee’s base salary, a material reduction in his incentive compensation or the taking of any action by the Company which would, directly or indirectly, materially reduce any of the benefits provided to the Grantee under any of the Company’s pension, 401(k), deferred compensation, life insurance, medical, accident or disability plans in which the Grantee is participating. The Grantee’s right to terminate employment for Good Reason shall not be affected by the Grantee’s incapacity due to physical or mental illness, except for a Disability as defined in the Pla...
Termination of Employment Without Cause or for Good Reason. If the Employment Period ends pursuant to Section 4 hereof on account of a Termination without Cause or a Termination by Executive for Good Reason, the Executive shall be entitled to receive the following, in addition to the Accrued Benefits described above, subject to the existence of an Effective Release of Claims: (i) a lump sum payment equal to five times the amount of the highest rate of Base Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i...
Termination of Employment Without Cause or for Good Reason. If Executive’s employment is Terminated by the Company without Cause pursuant to Subsection 6(a)(v) or by Executive for Good Reason pursuant to Subsection 6(a)(vi), then in lieu of any further salary payments to Executive for periods subsequent to the Termination Date, the Company shall pay to Executive a lump sum amount equal to the sum of (A) 300% of Executive’s Base Salary in effect as of such date and (B) the amount of Executive’s Earned Incentive Compensation. In the case of Termination of Employment without Cause, payment shall be made no later than 30 calendar days following the Termination Date, and in the case of Termination of Employment for Good Reason, payment shall be made on the first day of the seventh month following the Termination Date. Executive also shall be entitled to certain continuing benefits under the terms of Subsection 6(c). Notwithstanding any other provision of this Subsection 6(b)(iii), Subsection 6(c), Section 7 or this Agreement, the Company shall have no obligation to make the lump-sum payment referred to in this Subsection 6(b)(iii), to provide any continuing benefits or payment referred to in Subsection 6(c), or to make any Gross-Up Payment unless (X) Executive executes and delivers to the Company a Release and Waiver of Claims and (Y) Executive refrains from revoking, rescinding or otherwise repudiating such Release and Waiver of Claims for all applicable periods during which Executive may revoke it.
Termination of Employment Without Cause or for Good Reason. (a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, (both as defined in Appendix A), then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:
(i) an amount equal to twelve (12) months’ Salary at the rate in effect immediately prior to termination (or, if Executive terminates employment for Good Reason due to a material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such amount shall be equal to eighteen (18) months’ Salary, such amount payable to Executive in accordance with the terms below;
(ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target Bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below;
(iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or a...
Termination of Employment Without Cause or for Good Reason. Notwithstanding anything herein to the contrary, this Agreement may be terminated by the Company or the Executive, at any time, with or without Cause or Good Reason. In the event that the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to receive (i) the Severance Benefit; and (ii) immediate vesting of any Securities granted to the Executive during the course of the Executive's employment (including, but not limited to, any Securities granted under this Agreement and any appendixes hereto), without regard to any other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based vesting criteria set forth in this Agreement and any appendixes hereto). The Severance Benefit shall be paid to the Executive no later than the forty-fifth (45th) day immediately following the Executive's "separation from service" (as defined under the Code), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims.
Termination of Employment Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date, the Executive shall be entitled to receive the following:
(a) a payment equal to the sum of the Executive’s Base Salary for the year in which the Termination Date occurs, which shall be paid in equal periodic installments over a period of 12 months following the Termination Date in accordance with the Company’s customary payroll practices, but no less frequently than semi-monthly;
(b) if the Executive was participating in the Company’s group health plan immediately prior to the Termination Date and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for the earlier of six (6) months following the Termination Date or (B) until the Executive becomes eligible for coverage under another employer’s group coverage, and the Executive agrees to notify the Company promptly and in writing should that eligibility occur.
Termination of Employment Without Cause or for Good Reason. The Employment Term and the Employee’s employment hereunder may be terminated by the Employee for Good Reason or by the Company without Cause, in each case pursuant to a Notice of Termination (as defined in Appendix A). In the event of such termination, the Employee shall be entitled to receive the Accrued Amounts and, subject to the Employee’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement, the Employee shall be entitled to receive the following:
5.2.1. The payment of an amount equal to the Employee’s Base Salary, less applicable withholdings and deductions, for a period of six (6) months following the Termination Date in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly, commencing on the first payroll date that is 60 days after the Termination Date, provided, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Termination Date.
Termination of Employment Without Cause or for Good Reason. In the event the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason (as such terms are defined on the Employment Agreement), a pro-rata portion of the Restricted Stock Units shall vest, subject to achievement of the Performance Goals to the date of Termination of Employment (such date referred to herein as a “Pro-rata Vesting Date”). The remaining Restricted Stock Units (i.e., any Restricted Stock Units that are not vested on the Pro-Rata Vesting Date) shall continue to vest in accordance with Section 2(a) following the Participant’s Termination of Employment. The remaining Restricted Stock Units shall be forfeited if the Performance Goals described in Section 2(a)(i) are not achieved by December 31, 2019.
Termination of Employment Without Cause or for Good Reason. Except as otherwise provided by Section 7 with respect to certain terminations of employment in connection with a Change of Control, if the Executive’s employment terminates in a Qualifying Termination, then, subject to his execution and nonrevocation of a release of all claims arising out of Executive’s employment or the termination thereof (“Release”) on or prior to the 30th day following the Qualifying Termination, commencing with the first standard payroll date occurring on or after the 30th day following the date of the Qualifying Termination, the Company shall pay to Executive an amount equal in total to six (6) times the monthly amount of Executive’s Base Salary in effect on the date of the Qualifying Termination in six monthly installments.
Termination of Employment Without Cause or for Good Reason. In the event the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason (as such terms are defined on the Employment Agreement), a pro-rata portion of the Restricted Stock Units shall vest, based on Participant’s service with the Company through the date of Termination of Employment (such date referred to herein as a “Pro-rata Vesting Date”). The remaining Restricted Stock Units (i.e., any Restricted Stock Units that are not vested on the Pro-Rata Vesting Date) shall be deemed vested on the Vesting Date notwithstanding the Participant’s Termination of Employment prior to such date.
