Termination with Good Reason or without Cause. During the Term, the Executive may terminate his employment with the Company at any time with Good Reason, and the Company may terminate the Executive’s employment without Cause, upon 10 (ten) days’ written notice to the other party hereto. Subject to Section 4.6, the Executive shall have the right to continue to receive his Base Salary (the “Termination Payments”) and to continue to be a participant in the Company’s Executive Health and Life Benefit Plan (the “Termination Benefits”), as in effect on the date of such notice, payable in accordance with the provisions of Sections 3.1 and 3.3 hereof, for the remainder of the Term; provided, that in the event that the Executive’s participation in any benefit plans, programs, practices or policies referred to in Section 3.3 is barred by the terms of such plans, programs, practices or policies due to the termination of the Executive’s employment with the Company, then the Company shall provide him with benefits substantially similar to those which he would be entitled to as a participant in such benefit plans, programs, practices or policies; provided further, that (subject to Section 4.6) the Executive shall receive such Base Salary and group health benefits for a minimum of twelve months from the effective date of such notice. In the event the Executive’s employment terminates pursuant to this Section 4.4, he shall be entitled to receive a pro rata amount of his annual Incentive Bonus in accordance with the terms of the Plan, determined at the end of the fiscal year in which the Executive’s employment terminated, and pro rated through the date of termination; provided further, that if the Executive’s employment is terminated pursuant to this Section 4.4 after a Change in Control has occurred, in the event that any payment or distribution by the Company to or for the benefit of the Executive (whether pursuant to the terms of this Employment Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive due to the miscalculation by an independent auditor with respect to such excise tax or untimely payment of the Gross-Up Payment (as defined below) by the Company with respect to such excise tax (such excise tax, together with any interest or penalties thereon incurred by the Executive due to miscalculation by the independent auditor or untimely payment of the ...
Termination with Good Reason or without Cause. By action of its Board of Directors, the Company shall have the right to terminate Executive's employment with the Company at its sole discretion without any cause whatsoever, provided only that Executive shall receive the severance payments and benefits which he is entitled to under this Agreement for termination without cause (subject to the Executive's signing a legal release as provided herein). Upon the termination of Executive's employment if such termination is (i) by the Company other than for Cause or Disability, or (ii) by Executive for Good Reason by voluntary resignation, then Executive shall be entitled to the benefits provided below:
1. The Company shall pay Executive's full base salary through the date of termination ("Termination Date") at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation or benefit plan of the Company, at the time such payments are due, including a lump sum cash payment for all unused vacation time which Executive has accrued as of the Termination Date;
2. In lieu of any further salary payments to Executive for periods subsequent to the Termination Date, the Company shall pay to Executive as severance pay (the "Severance Payment") equal to one and one-half (1-1/2) times the Annual Compensation (as defined below) which was payable to Executive by the Company for the year immediately preceding the Termination Date. Annual Compensation is Executive's base salary and any annual bonus that was paid to Executive by the Company, determined without any reduction for any deferrals of such salary or such bonus under any deferred compensation plan (qualified or unqualified) and without any reduction for any salary reductions used for making contributions to any group insurance plan of the Company or its affiliates. The Severance Payments provided for in this subparagraph 2 shall be made in equal payments on the Company’s normal salary payment dates over the eighteen (18) month period following the Termination Date.
3. All of Executive's stock options for the purchase of the Company's stock not otherwise vested, or as many of the options as Executive elects, shall become immediately vested and shall be exercisable by Executive at any time during the term which ends the later of eighteen (18) months after the Termination Date or the date set for termination of the options before termination of the Executive under this Section V.C, subject to Execu...
Termination with Good Reason or without Cause. Clause (ii) of Section 4.4 of the Employment Agreement is hereby amended and restated as follows:
Termination with Good Reason or without Cause. Executive shall be entitled to terminate his employment for Good Reason by giving at least 10 days’, but not more than 30 days’, prior written notice of termination to the Company, in which event the date specified in the notice of termination shall be deemed the Termination Date; provided, however, that (A) prior to giving such notice of Termination for Good Reason, Executive must give the Company written notice of the existence of any condition giving rise to Good Reason within 30 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Company cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason. The Company shall be entitled to terminate Executive’s employment for any reason that does not constitute Cause, or for no reason, by giving at least 10 days’ prior written notice to Executive, in which event the date specified in the notice of termination shall be deemed the Termination Date. Upon a Termination by Executive for Good Reason or a Termination by the Company without Cause, Executive shall be entitled to the following:
(i) The benefits described in Section 4(a);
(ii) A Pro-Rated Bonus, payable on the 45th day following the Termination Date;
(iii) A lump sum payment, payable on the 45th day following the Termination Date, in an amount equal to the sum of (x) 150% of Executive’s Annual Base Salary in effect on the Termination Date, and (y) 150% of the Target Bonus for the fiscal year in which the Termination Date occurs;
(iv) All unvested stock options then held by Executive shall immediately vest and all vested stock options shall remain exercisable through the earlier of the 24-month anniversary of the Termination Date or the original expiration date of the applicable stock option; and
(v) The continuation of benefits as provided in Section 4(f).
Termination with Good Reason or without Cause. If, during the Term, (i) Executive resigns as a member of the Board and as President and Chief Executive Officer of the Company for Good Reason (as defined below); or (ii) Executive’s services are terminated without Cause (as defined above); then immediately upon such event:
(i) The Company shall (except as set forth below) (A) continue to pay Executive the Annual Base Salary then in effect through the last day of the Term; (B) pay Executive any earned, but unpaid, bonus for the prior year of the Term; (C) pay Executive for any unused vacation or other time-off benefits; and (D) pay Executive for unpaid reimbursable business expenses incurred through the last day of Executive’s services.
(ii) For an additional one (1) year, the Company shall continue benefits, at its expense, to Executive at least equal to those which would have been provided to her in accordance with this Agreement and the plans, programs, practices and policies of the Company if her services had not ended or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other executives of the Company and their families.
(iii) All unvested portion(s) of the Option granted to Executive by the Company pursuant to Paragraph 3(c) of this Agreement shall vest and immediately become exercisable upon the effective date of such termination, but shall otherwise remain subject to all other terms and conditions specified in Paragraph 3(c) of this Agreement and the Company’s stock option plan, if any, that may be in effect from time to time.
(iv) At Executive’s option, and taking into account the Company’s needs as a public company, an agreed upon statement will be issued to Executives and an agreed upon press release will be issued to the media concerning the departure of Executive.
Termination with Good Reason or without Cause. By action of its Board of Directors, the Company shall have the right to terminate Executive's employment with the Company at its sole discretion without any cause whatsoever, provided only that Executive shall receive the severance payments and benefits which he is entitled to under this Agreement for termination without cause (subject to the Executive's signing a legal release as provided herein). Upon the termination of Executive's employment if such termination is (i) by the Company other than for Cause or Disability, or (ii) by Executive for Good Reason by voluntary resignation, then Executive shall be entitled to the benefits provided below:
Termination with Good Reason or without Cause. If during the Term, or any additional term, the Executive resigns for Good Reason or is terminated by the Company without Cause: As used herein, Good Reason shall mean only:
(i) withdrawal by the Company from Executive of any substantial part of his duties then being performed, or responsibility or authority then being carried, by Executive, or a material change in the Executive’s reporting lines;
(ii) assignment by the Company to Executive of substantial additional duties or responsibilities which are inconsistent with the duties or responsibilities then being carried by Executive;
(iii) material reduction in the level of Executive’s responsibility, authority, autonomy, title, or compensation;
(iv) the Company’s material breach of Executive employment agreement (or any other agreement between Executive and the Company); and the failure of the Company to cure such breach within thirty (30) days of notice thereof;
(v) material fraud on the part of the Company; or
(vi) discontinuance of the active operation of business of the Company, or insolvency of the Company, or the filing by or against the Company of a petition in bankruptcy or for reorganization or restructuring pursuant to applicable insolvency or bankruptcy law. The Company will pay Executive (a) his salary and unused vacation pay through the last day of his employment with the Company, (b) his unpaid reimbursable business expenses incurred by him through the last day of his employment with the Company and (c) his then Annual Salary and minimum bonus, in a lump sum, and continue his benefits for a period of one year.
Termination with Good Reason or without Cause. The Executive may terminate the Executive’s employment with the Company at any time with Good Reason (as defined below), and the Company may terminate the Executive’s employment without Cause, in each case upon ten (30) days written notice to the other party thereto. Following a termination by the Executive with Good Reason or by the Company without Cause, and so long as the Executive has not breached and does not breach the provisions of Sections 5.1, 5.2, 5.3, 5.4 or 5.5 and the Executive has entered into an effective general release of claims reasonably satisfactory to the Company that becomes effective and irrevocable by no later than the 30th day after Executive’s termination of employment, the Executive shall have the right to:
(a) Payment by the Company of an amount equal to the Accrued Obligations as of the date of termination, plus any Incentive Bonus Payment that has been earned as of the date of termination but has not been paid (it being understood that the determination of whether any Incentive Bonus Payment is earned is to be made in the reasonable determination of the Board), in each case which shall be paid when they otherwise would have been paid had Executive not been terminated; and
(b) Continuation of Executive’s then-applicable Base Salary for the Applicable Salary Continuation Period, payable in accordance with the Company’s normal payroll practices. For purposes of this Agreement:
Termination with Good Reason or without Cause. If during the Term the Executive resigns for Good Reason or his employment is terminated without Cause:
(i) The Company will pay Executive the Executive's Annual Salary, any earned and unpaid bonus, accrued and unused vacation, if any, and Fringe Benefits to the extent reasonably available due Executive for balance of the remaining Term of the Agreement. As used herein, Good Reason shall mean only:
(i) withdrawal by the Company from Executive of any substantial part of his duties then being performed, or responsibility or authority then being carried, by Executive, or a material change in the Executive's reporting lines;
(ii) assignment by the Company to Executive of substantial additional duties or responsibilities which are inconsistent with the duties or responsibilities then being carried by Executive; or
(iii) reduction in the level of Executive's responsibility, authority, autonomy, title, compensation, executive perquisites, or other employee benefits;
(iv) the Company's material breach of Executive's employment agreement (or any other agreement between Executive and the Company); and the failure of the Company to cure such breach within thirty (30) days of notice thereof;
(v) material fraud on the part of the Company; or
(vi) discontinuance of the active operation of business of the Company, or insolvency of the Company, or the filing by or against the Company of a petition in bankruptcy or for reorganization or restructuring pursuant to applicable insolvency or bankruptcy law.
Termination with Good Reason or without Cause. The Employee may terminate the Employee’s employment with the Company at any time with Good Reason (as defined below), and the Company may terminate the Employee’s employment without Cause, in each case upon ten (10) days written notice to the other party thereto. Following a termination by the Employee with Good Reason or by the Company without Cause, and so long as the Employee has not breached and does not breach the provisions of Sections 5.1, 5.2, 5.3, 5.4 or 5.5 and the Employee has entered into an effective general release of claims reasonably satisfactory to the Company that becomes effective and irrevocable by no later than the 30th day after Employee’s termination of employment, the Employee shall have the right to:
(a) Payment by the Company of an amount equal to the Accrued Obligations as of the date of termination, which shall be paid when they otherwise would have been paid had Employee not been terminated; and
(b) Continuation of Employee's then-applicable Base Salary for:
(i) twelve (12) months, if the termination pursuant to this section 5.4 occurs during the first twelve (12) months of Employee’s employment; and
(ii) nine (9) months, if the termination pursuant to this section 5.4 occurs any time after the first twelve (12) months of Employee’s employment; in each case under section 5.4(b)(i) or (ii), payable in accordance with the Company’s normal payroll practices. For purposes of this Agreement:
