Termination Other Than for Cause, Death or Disability. (i) The Company shall be entitled to terminate Executive’s employment at any time for any or no reason and without Cause and other than on account of Executive’s death or disability pursuant to this Section 6(d); provided, however, that the Company must deliver to Executive a Notice of Termination not less than six (6) months prior to the Date of Termination set forth therein.
(ii) If Executive’s employment is terminated pursuant to this Section 6(d), neither the Company nor any other member of the UTi Group shall have any further obligation or liability to Executive except that Executive shall be entitled to (a) continue to receive Executive’s then current monthly salary and to participate in applicable medical, dental and disability insurance plans, life insurance plans, retirement plans and other employee welfare and benefit plans or programs applicable to Executive in accordance with the terms and conditions of such plans or programs through the Date of Termination, and (b) commencing upon the Date of Termination, receive the Accrued Benefits and payments equal to six (6) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(d)(iii) below. Subject to Section 23 below, such payments shall be payable in six equal monthly payments commencing within sixty (60) days after the Date of Termination. Executive shall not be entitled to a bonus for the fiscal year during which the Notice of Termination is given; provided, however, Executive shall be entitled to receive any bonus earned for the previous fiscal year to the extent earned in accordance with its terms, but which remains unpaid as of the Date of Termination.
(iii) Executive agrees that it is a condition precedent to the Company’s obligations to pay the payments provided for in sub-clause (b) of Section 6(d)(ii) above that Executive execute a general release and waiver prepared by the Company releasing and forever discharging the Company and the other members of the UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives and their employee benefit plans and their fiduciaries and administrators, and all of their related parties from any and all known and unknown claims, charges, complaints, liabilities, controversies, rights, demands, costs, and expenses and containing such other terms and conditions as the Company may rea...
Termination Other Than for Cause, Death or Disability. Should the Company involuntarily terminate your employment for reasons other than for “Cause” or “Disability” (as these terms are defined in the Stock Plan) or death, and conditioned upon your execution and non-revocation of a separation agreement which shall contain, among other things, a full and general release of claims to the Company and its affiliates and their respective directors, officers, agents and employees, in a form satisfactory to the Company, and upon your compliance with your obligations set forth in your Non-Competition, Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement,” as described in Section 6 below), then the Company shall provide you with: (i) payments equal to six (6) months of your then current base salary, payable in periodic installments over six (6) months, in accordance with the Company’s normal payroll practices; and (ii) if the Company is subject to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or similar state law and if you properly elect to receive benefits under COBRA, six (6) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination. If you are entitled to the payments and benefits described in this paragraph (a), then you shall not be entitled to the payments and benefits described in paragraph (b) below.
Termination Other Than for Cause, Death or Disability. (1) The Company or UTi Worldwide shall, for any reason, be entitled to terminate Executive's employment hereunder at any time without Cause and other than on account of Executive's death or disability pursuant to this Section 6(d).
(2) If Executive's employment is terminated pursuant to this Section 6(d), Executive shall be entitled to receive (i) the Minimum Payments, and (ii) a severance equal to the greater of either (A) twelve (12) months of Executive's then current salary as set forth in Section 5(a) or (B) the aggregate amount of Executive's then current salary as set forth in Section 5(a) for the remainder of the term of employment during which such termination occurs. Such severance shall be payable in six equal monthly payments commencing thirty (30) days after the date of termination or as otherwise mutually agreed to by the parties. Executive shall not be entitled to a bonus for the year during which such termination occurs. Executive shall be entitled to receive any bonus earned for the previous year, but which is unpaid as of the Date of Termination.
Termination Other Than for Cause, Death or Disability. During the Term, if the Executive’s employment is terminated by the Company or Parent other than for Cause, death or disability, or by the Executive for Good Reason then, subject to Section 6 below, Executive will receive the following severance from the Company:
Termination Other Than for Cause, Death or Disability. (1) The Company shall, for any reason, be entitled to terminate this Agreement and Employee’s employment hereunder at any time without Cause and other than on account of Employee’s death or disability pursuant to this Section 5(d).
(2) If this Agreement is terminated by the Company pursuant to this Section 5(d), the Company shall have no further obligation or liability to Employee, except that Employee shall be entitled to receive only (i) the Minimum Payments, and (ii) a severance payment of six (6) months of Employee’s then current salary as set forth in Section 4(a) payable in a lump sum within thirty (30) days after the Date of Termination or as otherwise mutually agreed to by the parties. Upon any termination under this Section 5(d), all restricted shares, options and other equity awards subject to any vesting restrictions shall immediately vest and become exercisable.
Termination Other Than for Cause, Death or Disability. Upon termination of Participant’s employment or service with the Corporation and its Subsidiaries for any reason not set forth in subsections (a) or (b), the portion of this Option that is outstanding and vested and exercisable as of the date of termination of employment or service shall remain exercisable for a period of ninety (90) days from the date of termination of employment or service and shall terminate thereafter. Any portion of this Option which is not vested and exercisable as of the date of such termination of employment or service shall terminate upon the date of such termination of employment or service.
Termination Other Than for Cause, Death or Disability. If Employee’s employment is terminated by Employee or the Company for any reason other than Cause, Disability or death, including Retirement, such Option may be exercised within ninety (90) days following the date of termination.
Termination Other Than for Cause, Death or Disability. Notwithstanding any provision to the contrary herein, CCL may at any time upon written notice to Employee, in its sole and absolute discretion and for any or no reason, terminate the employment of Employee hereunder without Cause. If this Agreement is terminated (i) by CCL, other than as a result of the death or disability of Employee or for Cause, or (ii) as a result of a Constructive Termination (as defined below), CCL shall pay Employee (A) his unpaid Base Salary through the end of the Term (payable as provided in Section 4.1 hereof), (B) the value of his accrued and unpaid vacation days as of the date of termination (calculated based on Employee's Base Salary computed on a 365-day year), and (C) all amounts due under Section 5.5 hereof. In addition, Employee shall be entitled to any amounts due under the programs referred to in Section 5.1 hereof, as and to the extent set forth in such programs. For purposes of this Agreement, "Constructive Termination" shall be deemed to have occurred upon any material breach by CCL of the provisions of this Agreement which breach shall continue for at least thirty (30) days after written notice is provided by Employee to CCL setting forth in reasonable detail the matters constituting such breach.
Termination Other Than for Cause, Death or Disability. In the event Optionee's employment or service with the Company or any Parent or Subsidiary is terminated other than for Cause or as a result of Optionee's death or Disability, any portion of the Option that has vested as of the Termination Date shall be exercisable in whole or in part according to the terms of this Option Agreement for a period of thirty (30) days following the Termination Date. Upon expiration of such thirty-day period, any unexercised portion of the Option shall terminate in full.
Termination Other Than for Cause, Death or Disability. If Executive’s employment is terminated by the Company other than for Cause, Death or Disability or by the Executive for Good Reason, then the Company shall continue to pay the Executive (or in case of death, the legal representative of Executive’s estate or such other person or persons as Executive shall have designated by written notice to the Company (i) the Fixed Annual Compensation through the date the Term would have otherwise expired if no termination had occurred and (ii) the unreimbursed expenses through the Date of Termination payable pursuant to Sections 3.2 and 3.4 hereof. Executive shall have a duty to mitigate awards paid or payable to Executive pursuant to this Agreement, and any compensation paid or payable to Executive from sources other than the Company will offset or terminate the Company’s obligation to pay to Executive the full amounts pursuant to this Agreement. Rights and benefits of Executive under any employee benefit plans and programs of the Company will be determined in accordance with the terms and provisions of such plans and programs.
5.4.1 After the expiration of the Term, the Company shall have no obligation to Executive (except as specifically set forth herein), and Executive shall have no obligation to the Company (except as specifically set forth herein), under this Agreement.
