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.
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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 Chief Executive Officer to the Employee or at such later time as may be specified in the notice. If such termination occurs:
(i) within 1 after the first 6 (onesix) month months from the date of Commencement commencement of the Primary Term but before the expiration of 12 (twelve) months from the commencement of the Primary Term, the Employee shall be entitled to the amount that would have accrued as his Salary salary for 3 9 (threemonths) months from as well as to any incentive compensation accrued up to the date of termination;,
(ii) after the first 1 12 (onetwelve) month from the date of Commencement of the Primary Term but before the expiration of 12 months from the date of Commencement commencement of the Primary Term, the Employee shall be entitled to the amount that would have any incentive compensation accrued as his Salary for 9 (nine) months from up to the date of termination;
(iii) after 12 (twelve) months from the date of Commencement of the Primary Term, the Employee shall be entitled termination as well as to the amount that would have accrued as his Salary salary for 6 (six) months provided months. It is hereby agreed that if the period from the date of termination any payment to the expiration of the Primary Term is less than 6 (six) months, which the Employee shall only be is 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.
(ivunder this paragraph 5(e) 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 be the Employee's full and final termination entitlement including but not limited to severance remuneration (and hereinafter called "Termination Entitlement") in the circumstances. The Company shall pay the Termination Entitlement in monthly installments as it customarily pays the Employee's Salary PROVIDED ALWAYS AND IT IS HEREBY AGREED that any payment accruing to the Employee under paragraph 5(e)(i) or 5(e)(ii) shall continue to be made to the Employee until whichever occurs earlier of (a) the end of the period stated in the respective sub-paragraph, as the case may be, or (b) the Employee commences other employment commensurate with the Employee on the date of terminationEmployment contained in this Agreement.
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Termination Without Cause by Company. Notwithstanding In addition to any termination right or event provided in Sections 4(a), 4(b) or 4(c), Executive's employment under this Agreement may be terminated by the foregoingCompany by giving Executive written notice thereof, effective as of the date provided in such notice. Upon such termination of the employment of Executive, the Company shall have the right pay in a single installment 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:
Executive: (i) within 1 (one) month from an amount equal to Executive's Base Salary payable for the date of Commencement remainder of the Primary Term, Term at 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 rate in accordance with paragraph 4 of this Agreement, and all such incentive compensation awarded shall be deemed to vest with the Employee effect on the date of termination, (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365, and (iii) all other amounts to which Executive is entitled hereunder, including (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued and unpaid amounts under any other benefit plan of the Company, and the Company shall have no further obligations to Executive or Executive's estate under this Agreement. Notwithstanding the foregoing, the Company may elect to pay the amount under Section 4(d)(i) in installments over the remainder of the Term as and when such payments would otherwise have been due if Executive remained employed, provided that the Company shall provide to Executive a "clean" irrevocable letter of credit in the amount of the remaining installments, which letter of credit shall be issued by Bank United of Texas, FSB, or any other bank acceptable to Executive, such acceptance not to be unreasonably withheld; and which letter of credit W shall have an expiration date no earlier than thirty (30) days after the last of such installments is due and payable, and (y) shall be formally confirmed by the Federal Home Loan Bank of Dallas.
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Termination Without Cause by Company. Notwithstanding The Company may terminate the employment of the Employee under this Agreement, for any reason or for no reason, by giving at least sixty (60) days prior written notice of the effective date of termination to the Employee; provided that, upon any such termination under this Section, the parties agree that the Company shall pay the Employee's Base Salary through the effective date of termination and the Company shall make a cash payment to the Employee equal to two (2) months of the Employee's then Base Salary within thirty (30) days of the effective date of termination. In addition to the foregoing, the 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 occursshall:
(i) pay the Employee any annual bonuses which would have been earned in connection with services performed under this Agreement prior to termination, prorated accordingly for the portion of the year during which such services were rendered; and
(ii) obtain mutual agreement with the Employee on any and all statements that may be issued regarding the reasons for termination. Any material and adverse change in the Employee's responsibilities specified hereunder unless otherwise agreed to by the Employee shall be deemed to be a termination under this Section 5. B, unless cured within 1 thirty (one30) month days of receipt by the Company of written notice from the date of Commencement Employee specifying such change in responsibility. Unless the Company provides the Employee with written notice or termination under this Section 5. B sixty (60) days prior to the expiration of the Primary TermEmployment Period, this Agreement shall automatically be extended for one year. If such notice of termination is given and this Agreement is not extended beyond the Employment Period, it shall be deemed terminated as of the expiration of the Employment Period or such earlier date as specified in the notice of termination under this Section 5. B, and the Employee shall be entitled to all 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 benefits provided in this Section 5. B. Termination under this Section 5. B shall be entitled to the amount that would have accrued as his Salary deemed a termination "without cause" 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 purposes of this Agreement, and all such incentive compensation awarded shall be deemed to vest with the Employee on the date of termination.
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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 6 (onesix) month 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 3 1 (threeone) months from the date of termination;
(ii) after the first 1 6 (onesix) month months 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 3 (ninethree) 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.
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Termination Without Cause by Company. Notwithstanding In addition to any termination right or event provided in Sections 4(a), 4(b), 4(c) or 4(d), Executive's employment under this Agreement may be terminated by the foregoingCompany by giving Executive written notice thereof, effective as of the date provided in such notice. Upon such termination of the employment of Executive, the Company shall have the right pay in a single installment 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:
Executive: (i) within 1 (one) month from an amount equal to Executive's Base Salary payable for the date of Commencement remainder of the Primary Term, Term at 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 rate in accordance with paragraph 4 of this Agreement, and all such incentive compensation awarded shall be deemed to vest with the Employee effect on the date of termination, (ii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365, and (iii) all other amounts to which Executive is entitled hereunder, including (A) any expense reimbursement amounts accrued to the effective date of termination, and (B) any accrued and unpaid amounts under any other benefit plan of the Company, and the Company shall have no further obligations to Executive or Executive's estate under this Agreement. Notwithstanding the foregoing, the Company may elect to pay the amount under Section 4(e)(i) in installments over the remainder of the Term as and when such payments would otherwise have been due if Executive remained employed, provided that the Company shall provide to Executive an irrevocable letter of credit in the amount of the remaining installments, which letter of credit shall be issued by Bank United of Texas, FSB, or any other bank acceptable to Seller, such acceptance not to be unreasonably withheld. In the event such termination without cause occurs in connection with an assignment of this Agreement by the Company not permitted by Section 7(h) below, then the only amount payable by the Company under Subsection 4(e)(i) shall be an amount equal to double the annual rate of Executive's Base Salary in effect on the date of termination, which shall be paid in a single installment within sixty (60) days after such termination. In the event of such a termination without cause, the Non-Competition Agreement shall be terminated. All provisions of the Stock Purchase Agreement shall remain in effect.
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