Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive the Base Salary prorated to the date of termination and the Severance Package described in subsection 7.2(a) below, provided Executive complies with all of the conditions described in subsection 7.2(b) below.
Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in a lump sum 60 days following the termination date; (b) payment by Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (c) full acceleration of vesting of Executive’s then outstanding stock options and any restricted stock units or awards granted prior to 2011 (excluding in all cases any awards with performance based vesting), which will be governed by the applicable documents governing such awards) and an extension of the exercise period of Executive’s stock options or stock appreciation rights grants until the earlier of (i) five (5) years from the date of Executive’s termination, or (ii) the remaining life of the equity grants; and (d) twelve (12) months of senior executive outplacement services provided by an outplacement vendor selected by Company, provided, however, that no cash payment will be made to Executive in lieu of such services. Executive will only receive the Severance Package if Executive: (x) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (y) executes a full, unilateral, general release of all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (in a form substantially similar to that attached as Exhibit A), and such release has become effective in accordance with its terms prior to the 60th day following the termination date and (z) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements ...
Termination Without Cause by Company/Severance. Company may terminate Employee’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Employee. In the event of such termination, Employee will receive Employee’s base salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Employee will receive a “Severance Payment” equivalent to twelve (12) months of Employee’s base salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over a twelve (12) month period, beginning on the first regular payday occurring 60 days following the termination date. Employee will only receive the Severance Payment if Employee executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Employee will be automatically terminated and completely extinguished. If Employee’s employment with Company terminates due to Employee’s death or Employee’s inability to perform the essential functions of Employee’s position with or without reasonable accommodation, Employee shall not be entitled to the Severance Payment described above.
Termination Without Cause by Company/Severance. Executive’s employment is at-will and Company can terminate the employment relationship at any time without Cause. In the event of such termination without cause, Executive will receive the Base Salary then in effect, prorated to the date of termination, and a “Severance Payment” equivalent to one year of Executive’s Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle, provided that Executive: (a) complies with all surviving provisions of this Agreement as specified in subsection 13.8 below; (b) executes a full general release acceptable to Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company; (c) agrees to provide transition assistance to Company, without further compensation, for 3 months following the termination of the employment relationship; and (d) agrees, without further compensation, to provide information and assistance as may reasonably be required in connection with litigation in which Company or Executive is a party. In addition to the Severance Payment, Company shall pay for Executive’s COBRA coverage during payout period of the Severance Payment. All other Company obligations to Executive will be automatically terminated and completely extinguished.
Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s base salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Payment” equivalent to twelve (12) months of Executive’s base salary then in effect on the date of termination, payable as salary continuation in equal installments in accordance with Company’s regular payroll cycle over a twelve (12) month period, beginning on the first regular payday occurring 60 days following the termination date. Executive will only receive the Severance Payment if Executive executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Executive will be automatically terminated and completely extinguished. If Executive’s employment with Company terminates due to Executive’s death or Executive’s inability to perform the essential functions of Executive’s position with or without reasonable accommodation, Executive shall not be entitled to the Severance Payment described above.
Termination Without Cause by Company/Severance. 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 date of termination of employment. In addition, Executive will receive a “Severance Package” that shall include (a) a severance payment equivalent to twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with the Company’s regular payroll cycle commencing with the first payroll date occurring on or after the 60th day following the date of Executive’s termination of employment, and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; and (ii) executes a full general release, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the 60th day following the termination date. All other Company obligations to Executive will be automatically terminated and completely extinguished.
Termination Without Cause by Company/Severance. Company may terminate ---------------------------------------------- Executive's employment under this Agreement without Cause at any time on thirty (30) days' advance written notice to Executive. In the event of such termination, Executive shall be entitled to receive the Base Salary then in effect, prorated to the date of termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of his Target Bonus, prorated to the date of termination. Executive will in addition receive (a) continued payment consistent with the Company's normal payroll procedures of Executive's salary at his Base Salary rate, less applicable withholding, for 12 months following his termination ("Severance Period"); (b) continued payment of a prorata share of Executive's Target Bonus, less applicable withholding, for the Severance Period; (c) accelerated vesting of the unvested portion of any stock option(s) held by the Employee that were granted by the Company effective the day prior to his termination; and (d) payment for the employee portion for the continuation of health benefits as provided under COBRA, for the Severance Period, provided that Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 12.7 below; (ii) complies with the provisions of the NonCompetition Agreement that Executive entered into concurrently with the Merger Agreement; and (iii) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.
Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on thirty (30) days' advance written notice to Executive. In the event of such termination, the non-competition provision set forth as Section 1.4 of that certain Stock Purchase Agreement, of even date herewith, by and among Executive, American Energy Power Systems Inc., and Company (the "No-Compete Provision") shall, with respect to Executive, immediately become null and void, and Executive will receive the Standard Entitlements and a "Severance Package" that includes: (1) a severance payment equivalent to one year of Executive's Base Salary then in effect on the date of termination, payable in accordance with Company's regular payroll cycle; and (2) continued group health coverage at the Company's expense, for one year following the termination provided that Executive: (a) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.
Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on sixty (60) days' advance written notice to Executive. In the event of such termination, Executive will receive in one lump sum payment, (i) the unpaid Base Salary then in effect, prorated to the effective date then in effect; (ii) his Base Salary for twenty-four (24) months from the termination date plus one year's expected Bonus pursuant to Section 4.3 of this Agreement, and assuming satisfaction of all performance based milestones by both Company and the Executive; (iii) any amounts to which Executive is entitled pursuant to Section 5 or 6 hereof; and (iv) any benefit or right to which Executive is entitled pursuant to the Plan and Option Agreements delivered to Executive in connection with the grant of Options to Executive (the "SEVERANCE PAYMENTS"), provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 14.8, below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company, in substantially the form attached hereto as Exhibit B, or in another form that is acceptable to Company in its sole discretion. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.
Termination Without Cause by Company/Severance. Company may terminate Executive's employment under this Agreement without Cause at any time on sixty (60) days' advance written notice to Executive. In the event of such termination, Executive will receive in one lump sum payment (i) the unpaid Base Salary then in effect, prorated to the effective date of termination; (ii) his Base Salary for thirty-six (36) months from the termination date; and (iii) any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof (the "SEVERANCE PAYMENTS"), provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 14.8, below; and (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive's employment or termination of employment with Company, in substantially the form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.
