Termination Other Than in Connection with a Change in Control. If the Executive’s employment shall terminate for any reason, voluntarily or involuntarily with or without Cause, other than in Connection with a Change in Control, the Company shall pay to the Executive (or if deceased to the Executive’s estate) the following amounts:
(i) a lump sum cash payment equal to the Executive’s Annual Base Salary earned through the Date of Termination to the extent not theretofore paid and any accrued vacation pay through the Date of Termination, which lump sum shall be paid ten (10) days after the Date of Termination;
(ii) a lump sum cash payment equal to the Executive’s accrued Annual Bonus earned for the last Company fiscal year ending immediately prior to the Date of Termination to the extent not theretofore paid, which lump sum shall be paid within the time period set forth in Section 3(b)(ii); and
(iii) such additional severance benefits, if any, as the Board of Directors approves in its sole and absolute discretion without reference to the amount of severance benefits, if any, paid to any other executive officer or employee of the Company; provided, however, that no such discretionary severance benefits shall be paid in a manner or amount that renders such payments non-qualified deferred compensation subject to additional tax or interest under Section 409A(a)(1)(B) of the Code.
Termination Other Than in Connection with a Change in Control. (a) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the Termination Date, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of death or Disability), calculated on a pro-rated basis to the Termination Date. In addition, Executive shall be entitled to the vesting benefits set forth in any performance stock award agreement or other equity award agreement whether now in existence or entered into during the term of this Agreement.
(b) In the event of termination of this Agreement and Executive’s employment pursuant to Section 7.3, the Company shall provide Executive with the following compensation within 15 days after the Company’s receipt of the release of Executive described in Section 8.1(c):
(i) Executive shall be entitled to a lump-sum payment equal to the estimated Annual Bonus that Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination, calculated on a pro-rated basis to the Termination Date.
(ii) Executive shall be entitled to receive a lump-sum payment from the Company equal to the sum of: (1) his final Base Salary and (2) the average of the Annual Bonuses awarded to Executive for the two fiscal years prior to the year in which Executive terminates. If Executive terminates before having been employed for two full fiscal years, then the lump sum payment shall be equal to: (1) the sum of his final Base Salary and his Target Bonus if he terminates before his first full fiscal year of employment; or (2) the sum of his final Base Salary and the amount of the Annual Bonus awarded in the immediately preceding year if he terminates after his first full fiscal year of employment but before the end of his ...
Termination Other Than in Connection with a Change in Control. For any termination other than a termination related to a Change in Control, the Company shall pay Executive a Severance Benefit as follows PROVIDED THAT Executive first fulfill the requirements of Section XVII.
Termination Other Than in Connection with a Change in Control. Section 5(a) of the Agreement is amended to read in its entirety as follows:
Termination Other Than in Connection with a Change in Control. If the Employee’s employment by the Company is terminated at any time not described in clause (ii) of this paragraph (f) (a “Non-Change Termination”) pursuant to clause (ii) or (iv) of Section 9(a), the Company shall continue to pay to the Employee his base salary (less any payments received by the Employee from any disability income insurance policy provided to him by the Company) through the earlier of (a) the date that the Employee has obtained other full-time employment, or (b) six months from the date of termination of employment. In the event of a Non-Change termination pursuant to clauses (i), (iii), (v) or (vi) of Section 9(a), the Employee’s right to base salary and benefits shall immediately terminate, except as may otherwise be required by applicable law.
Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive's employment pursuant to Section 8.1 due to death or Disability, Executive or his estate shall receive, within 30 days after such death or Disability, a lump-sum payment equal to the Annual Bonus that the Executive would have earned for the fiscal year in question (based on (i) 40% of then current Base Salary if the death or Disability occurs within one year from the date of this Agreement, or (ii) based on the average of his Annual Bonuses for the most recent two years in the event the death or Disability occurs after one year from the date of this Agreement, or (iii) the previous Annual Bonus if only one Annual Bonus period has passed), reduced on a pro-rated basis to the date of termination. Further, the outstanding principal balance on the Fifty Thousand Dollar Loan shall be reduced to zero and the outstanding balance on the Stock Loan shall be reduced by the Pro Rata Calculation. For the purpose of this Agreement, "PRO RATA CALCULATION" shall mean a pro rata application of Sections 6.1, 6.2 and 6.3 of the Stock Loan Agreement as described in EXHIBIT C to this Agreement, taking into consideration the number of full months worked and the Company's performance data through the last quarter having ended 45 days or more prior to the termination date, notwithstanding the fact that such sections of the Stock Loan Agreement do not provide for such pro rata application.
Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive's employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the date of termination, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits (including any benefits under the MICP); except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that the Executive would have earned for the fiscal year in question (based on actual performance relative to Annual Criteria for the fiscal year and Executive's contribution up to the date of death or Disability),
Termination Other Than in Connection with a Change in Control. Notwithstanding the provisions of Section 3(a), upon the termination of service of the Non-Employee Director on the Board for any reason prior to the Vesting Date, other than in connection with a Change in Control, the Restricted Stock Units awarded hereby shall become vested, non-forfeitable and payable on a prorated basis (rounded up to the nearest whole Restricted Stock Unit) based on the number of days that the Non-Employee Director served on the Board from January 1, 2005 through the date of such termination. Payment of the Restricted Stock Units shall be made in the form of Common Shares.
Termination Other Than in Connection with a Change in Control. In the event a Terminating Event occurs at any time other than in connection with a Change in Control, subject to the Executive signing the Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, the following shall occur:
(a) the Company shall pay to the Executive an amount equal to (i) one times the Executive’s annual base salary in effect immediately prior to the Terminating Event, (ii) any earned but unpaid pro-rata bonus accrued as of the Date of Termination, and (iii) the Executive’s target bonus for the fiscal year in which the Terminating Event occurred;
(b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;
(c) 6 months of stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Executive’s Date of Termination; and
(d) the amounts payable under this Section 5 shall be paid out in a lump sum no later than sixty days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive’s employment pursuant to Section 7.1 or 7.2, the Company shall not be obligated, from and after the date of termination, to provide to Executive, and Executive shall not be entitled to receive from the Company, any compensation (including any payments of Base Salary, Annual Bonus, or other awards) or other benefits; except that if termination pursuant to Section 7.1 is due to death or Disability, Executive or his estate shall receive, within 90 days after the close of the fiscal year in which the death or Disability occurred, a lump-sum payment equal to the estimated Annual Bonus that the Executive would have earned for the fiscal year in question (based on actual performance relative to MBO Criteria for the fiscal year and Executive’s contribution up to the date of death or
