Termination Without Cause by Company. The Company may terminate without Cause Executive’s employment under this Agreement at any time (termination pursuant to this Subsection being referred to herein as termination “Without Cause”); or
Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive a “Severance Package” that shall consist of:
(a) severance in an amount equal to the sum of (i) twelve (12) months of Executive’s Base Salary then in effect on the Termination Date, and (ii) 100% of Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date;
(b) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employer, provided in any event that Executive timely elects to continue and remains eligible for these benefits under COBRA; and
(c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary of the Termination Date. Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to t...
Termination Without Cause by Company. The Company may terminate this Agreement at any time during the Term without “Cause” upon 5 days written notice to Employee.
Termination Without Cause by Company. Notwithstanding any other provision in this Agreement to the contrary, including, but not limited to Section 1.3 above, upon and coincident with any delivery by Company of its written notice of Executive’s termination of employment under this Agreement for reasons other than Cause or for no reason; provided, however, that if and to the extent Company determines to provide less than thirty calendar days notice of its intent to terminate Executive (the “Optional Notice Period”), then in such event the Severance Payments (as such phrase is defined below) shall be extended by that number of days that the period between the delivery date of any such notice and the Termination Date is less than such Optional Notice Period. Notwithstanding the foregoing, if Company elects to provide an Optional Notice Period, then at any time during such period, Company may elect to immediately either suspend, with no reduction in pay or benefits, Executive from all or any part of his duties as set forth in this Agreement (including, without limitation, Executive’s position as CFO and his Services relating thereto) or terminate this Agreement in accordance with this subsection (termination pursuant to this Subsection being referred to herein as termination “Without Cause”) or in accordance with any other applicable subsection under this Section 1.5(a) if and to the extent grounds for any such determination should exist; or
Termination Without Cause by Company. The Company may terminate this Agreement at any time during the Employment Period without “Cause” either (i) upon six (6) months written notice to Executive; or (ii) if less than six (6) months written notice then subject to the payment of a lump sum equal to the balance of the Executive’s salary that would otherwise have been received between the date of termination and the completion of the six (6) month notice period.
Termination Without Cause by Company. Executive's employment is at-will and Company can terminate the employment relationship at any time without Cause.
Termination Without Cause by Company. The parties agree that the Company may terminate Executive’s employment without Cause. Except under circumstances described in subparagraph 3.b(2) below, if Company terminates Executive’s employment without Cause, and Executive signs a complete waiver and release of claims against Qwest acceptable to Company in the form attached hereto as Attachment A (“Waiver”), then Company shall pay Executive the “Standard Severance Amount” defined below. The Waiver includes, among other terms, a provision requiring Executive to pay back to Qwest any severance received by Executive if after the payments are made it is determined that, while employed by Qwest or any Qwest entity, Executive engaged in conduct constituting Cause. The Waiver does not include a release of Qwest’s obligations, if any, to indemnify Executive under Qwest bylaws or applicable state law. The Standard Severance Amount will equal one and one-half times Executive’s highest annual base salary in effect during the 12 months preceding the termination of Executive’s employment. The Standard Severance Amount will be paid over an 18-month period through the Company’s regular management payroll processes. If, at the end of the 18-month period, Executive has not breached or threatened to breach any part of this Agreement, Executive will also receive a lump-sum payment equal to one and one-half times Executive’s highest target annual bonus in effect during the 12 months preceding the termination of Executive’s employment, minus any applicable or legally-required withholdings.
Termination Without Cause by Company. During the term of this Agreement, Company may, by action of its Board of Directors (with Employee abstaining from the vote on any such action), terminate Employee's employment with Company "without cause" (as defined in this Section 10(b)), by sending written notice to Employee specifying with reasonable particularity the basis for such termination. Upon any such termination, Employee's right to any further compensation hereunder shall cease and terminate, except that Employee shall be entitled to receive, on the terms and at the times specified in this Agreement: (i) any salary earned through the date of termination of employment; (ii) the reimbursement of any expenses incurred by Employee prior to the date of termination; and (iii) a severance package, in which Employee shall receive an amount equal to (x) Employee's monthly compensation at the time of termination, multiplied by (y) the number of months remaining in the Initial Term or any Renewal Term, as applicable. For purposes of this Section 10(b), an event or occurrence constituting termination "without cause" shall be any termination by Company that is not termination "for cause" as described in Section 10(a) hereof, including without limitation the failure of Company to renew Employee's employment at the end of the Initial Term.
Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.
Termination Without Cause by Company. Notwithstanding the foregoing, Company shall have the right to terminate this Agreement and Employee's employment with the Company, without cause, at any time and such termination shall become effective upon written notice by the Board to the Employee or at such later time as may be specified in the notice. If such termination occurs:
(i) within 1 (one) month from the date of Commencement of the Primary Term, the Employee shall be entitled to the amount that would have accrued as his Salary for 3 (three) months from the date of termination;
(ii) after the first 1 (one) month from the date of Commencement of the Primary Term but before the expiration of 12 months from the date of Commencement of the Primary Term, the Employee shall be entitled to the amount that would have accrued as his Salary for 9 (nine) months from the date of termination;
(iii) after 12 (twelve) months from the date of Commencement of the Primary Term, the Employee shall be entitled to the amount that would have accrued as his Salary for 6 (six) months provided that if the period from the date of termination to the expiration of the Primary Term is less than 6 (six) months, the Employee shall only be entitled to the incentive compensation accrued up to the date of termination plus the amount that would have accrued as his Salary for the period left till the date of expiration of the Primary Term.
(iv) the Employee shall without limitation be entitled to retain all incentive compensation awarded prior to termination date in accordance with paragraph 4 of this Agreement, and all such incentive compensation awarded shall be deemed to vest with the Employee on the date of termination.
