Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:
(i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.
(ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement.
(iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).
(iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.
Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.
Company Termination Fee (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i).
(ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).
Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:
Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:
Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.
Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.
Termination Without Cause The Company may terminate Executive’s employment without Cause.
Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.
Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:
