Termination of Executives Employment. Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:
Termination of Executives Employment. PRIOR TO OR FOLLOWING A CHANGE-IN-CONTROL
(a) If the Executive's employment is terminated by the Company or any of its subsidiaries or by the Company's successor without Cause (as hereinafter defined), or the Executive terminates his employment with the Company or any of its subsidiaries or with the Company's successor for Good Reason (as hereinafter defined), and such termination occurs within six months preceding, or within two years following, a Change-in-Control, the Executive shall be entitled to receive a Change-in-Control Payment (as hereinafter defined).
(b) Notwithstanding the foregoing, the Executive shall not be entitled to receive the Change-in-Control Payment if any of the Circumstances of Ineligibility (as hereinafter defined) apply to the Executive.
Termination of Executives Employment. (a) In the event of Executive's termination of employment during the Term by reason of his voluntary termination of employment with Company for Good Reason, or termination of Executive's employment by the Company for any reason other than Cause or Disability:
(i) Company shall pay to Executive, at Executive's option, either in annual payments or in a lump sum not later than thirty (30) days after such termination, an amount equal to Executive's current annual authorized base salary, multiplied by the number of years (computed to the nearest month) by which his age, at the time of such termination of Executive's employment, is less than age 65; however, in no event shall said lump sum payment or annual payments be more than three times Executive's current annual authorized base salary. The payment of such lump sum amount or annual payments to Executive shall not affect the obligations of Company, or its successor, under any plan, other agreement or arrangement pursuant to which Executive is entitled to any retirement, pension, stock and insurance, benefits, payments and welfare contributions applicable to former or retired management employees of Company, generally; and
(ii) For a period of three (3) years following such termination of Executive's employment Company shall, at its expense, continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided to other similarly situated executives (and their dependents and beneficiaries) who continue in the employ of Company; provided, however, that if Executive obtains any such benefits under the benefit plans of a subsequent employer, Company's obligation to provide such benefits will be reduced to the extent that the combined benefit received by the Executive and his dependents and beneficiaries in all events is no less favorable than the benefit that would be received if the benefits under Company's plans and arrangements. The period during which benefits must be continued under Section 4980B of the Internal Revenue Code and Section 601 of the Employee Retirement Income Security Act of 1974 shall be reduced by the period during which benefits are continued hereunder. In the event of Executive's death following a termination of employment as described in paragraph (a) above, any amounts that would otherwise have been payable to Executive under subparagraph (a)(i) shall be paid to Executive's estate and the benefits under s...
Termination of Executives Employment. Termination of Executive's Employment means that Merix has terminated Executive's employment with Merix (including any subsidiary of Merix). For purposes of Section 3, if Executive is assigned additional or different titles, tasks or responsibilities from those currently held or assigned, consistent with Executive's areas of professional expertise and with no decrease in annual base compensation, whether at Merix or any subsidiary of Merix, such circumstances shall not constitute a Termination of Executive's Employment. For purposes of Section 4, Termination of Exxxxxxxx'x Xxxxxxxxxx shall include termination by Executive, within 24 months of a Change of Control, by written notice to Merix referring to the applicable paragraph of Section 8.1, for "Good Reason" based on:
Termination of Executives Employment. Executive's employment with the Company terminated on the Separation Date.
Termination of Executives Employment. Executive’s employment with the Company is terminated as of the Separation Date. Executive agrees that this Agreement supersedes any and all prior agreements with the Company and its subsidiaries and affiliates (including, without limitation, the Employment Agreement), which terminate upon the Separation Date. Effective as of the Separation Date. Executive shall and hereby does resign from all corporate, board and other offices and positions he then holds with the Company and all of its affiliates. As of the Separation Date, Executive shall incur a separation from service from the Company and its affiliates within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The Parties agree that, as of the Separation Date, Executive, the Company and its subsidiaries and affiliates shall have no further liabilities, obligations, or duties under such prior agreements, including the Employment Agreement, except as provided in this Agreement. Notwithstanding any other provision of this Agreement, until the Separation Date, Executive’s employment with the Company shall continue to be governed by the terms, conditions and provisions of the Employment Agreement, which shall continue in full force and effect until the Separation Date, including without limitation, the provisions relating to Executive’s terms and conditions of employment, salary, benefits, insurance (e.g., directors and officers insurance), authority and responsibilities.
Termination of Executives Employment. The Employment Period and Executive’s employment hereunder may be terminated as follows:
Termination of Executives Employment. 7.1 Notwithstanding any provisions contained herein to the contrary, the Executive's employment may be terminated by the Company upon the Executive's death or disability (as defined below); or for Cause (as defined below); or upon a Change in Control (as defined below).
7.2 For purposes of this Agreement, "disability" shall mean the Executive is mentally or physically disabled from properly and fully performing his duties and responsibilities hereunder for a period of 120 consecutive days or for 180 days, even though not consecutive, within a 360-day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, in the absence of such agreement, by a doctor selected by the agreement of a qualified medical doctor selected by each of the Company and the Executive.
Termination of Executives Employment. Termination of Executive's Employment means that the Company has terminated Executive's employment with the Company (including any subsidiary of the Company). Termination of Executive's Employment shall also include termination by Executive by written notice to the Company also for "Good Reason" based on:
(a) a significant reduction by the Company or the surviving company in Executive's base pay as in effect immediately prior to the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally;
(b) a significant reduction by the Company or the surviving company in total benefits available to Executive under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect prior to the Change of Control;
(c) The Company or the surviving company requires Executive to be based more than 50 miles from where Executive's office is located immediately prior to the Change of Control except for required travel on company business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company prior to the Change of Control; or
(d) The assignment of Executive to a different title, job or responsibilities that results in a material decrease in the level of responsibility of Executive with respect to the surviving company after the Change of Control when compared to Executive's level of responsibility for the Company's operations prior to the Change of Control; provided, that Good Reason shall not exist if Executive continues to have substantially the same or a greater general level of responsibility with respect to the former operations of the Company after the Change of Control as Executive had prior to the Change of Control even if the former such operations are a subsidiary or division of the surviving company.
Termination of Executives Employment. Termination of Executive's Employment means that RadiSys has terminated Executive's employment with RadiSys (including any subsidiary of RadiSys). If Executive is assigned additional or different titles, tasks or responsibilities from those currently held or assigned, consistent with Executive's areas of professional expertise, whether at RadiSys or any subsidiary of RadiSys, such circumstances shall not constitute a Termination of Executive's Employment.
