Termination Without Cause by Employer. Employer may terminate Employee’s employment at any time without Cause (as defined in Section 5(c) below) by giving prior, written notice to Employee. In such case, Employer shall pay the Annual Salary to Employee for the remaining term of this Agreement plus pro rate performance bonus, accrued vacation and fringe benefits. Employer shall pay Employee, on the same pay dates on which and in the same manner by which it pays its current employees. All stock options granted but not vested at such time shall immediately become fully vested in Employee. For purposes of calculating the performance bonus, if same is due to Employee in the event of such termination, Employer shall apply the same percentage of performance bonus paid in the fiscal year preceding the fiscal year during which the termination becomes effective, prorated for the portion of the fiscal year that transpired prior to the termination.
Termination Without Cause by Employer. If the Employment Period is terminated by Employer without Cause pursuant to the provisions of Section 5.2 hereof, Employer will pay to Executive his Base Salary through the date of termination on the next regular pay date and a lump sum payment equal to the product of (x) Executive’s Base Salary and Bonus (or portion thereof), if any, paid for the most recent Bonus Year multiplied by (y) the number of years (and fractional portions thereof) remaining in the Extended Employment Period, if termination occurs during the Extended Employment Period (such payment hereinafter referred to as a "Severance Payment"). In calculating the Severance Payment, such payment shall include adjustments in Base Salary (as set forth in Section 4.1) that would have occurred during the remainder of the Extended Employment Period, as the case may be, had Executive's employment not been terminated. In addition, provided the date of termination under Section 5.2 is after the end of a calendar year for which a Bonus is payable, but prior to the date of payment, Employer shall also pay to Executive the Bonus for such Bonus Year. Further, Employer shall have the obligation to continue the benefits provided for in Section 4 past the date of termination through the balance of the Initial Employment Period if termination occurs during such period or the Extended Employment Period remaining as the care may be, at the time of termination.
Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause at any time and for any (or no) reason. If Employer terminates Executive’s employment without Cause, Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100% of the greater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s ter...
Termination Without Cause by Employer. Employer, in its discretion and for any reason, may terminate this Agreement at any time by delivering written notice to Employee prior to such intended termination ("Termination Date"). This Agreement shall terminate on the Termination Date and the Parties shall have no further duties or obligations to each other, provided, however, that (i) Employer shall for the remaining portion of the Term following the Termination Date continue to pay Employee the base compensation specified and as scheduled in Section 3.01, (ii) Employer shall pay Employee for each pay period for the remaining portion of the Term an amount equal to one/twenty-fourth of the bonus received by Employee for the year prior to the Termination Date, and (iii) Employer shall pay Employee at the end of the Term a lump sum amount equal to the bonus received by Employee for the year prior to the Termination Date multiplied by a fraction the numerator of which is the number of days in the year prior to the Termination Date and the denominator is 365.
Termination Without Cause by Employer. Employer may terminate Executive's employment without Cause at any time. If Employer terminates Executive's employment without Cause, Executive shall be entitled to receive the Standard Entitlements. In addition to the above, in the event that (i) Employer terminates Executive's employment without Cause during the Employment Term, and (ii) Executive complies with all of the conditions in paragraph 5.2.1 below, Executive will be entitled to an aggregate severance payment equal to Executive's then Base Salary, payable on a pro-rated basis in accordance with Employer's regular payroll practices for the twelve (12) months immediately following such termination date (the "Severance Payment"). Upon Executive's termination without Cause, subject to the conditions specified above, any shares of Common Stock underlying Executive's then outstanding stock options that otherwise would vest during the twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the date of such termination, and such stock options may be exercised in whole or in part at any time within thirty (30) days of the date of such termination without Cause. In the event of such termination without Cause, all of Employer's other obligations pursuant to this Agreement shall terminate automatically and extinguish completely following the date of such termination without Cause.
Termination Without Cause by Employer. Employer may terminate Executive's employment without Cause at any time. If Employer terminates Executive's employment without Cause, Executive shall be entitled to receive the Standard Entitlements. In addition to the above, in the event that
Termination Without Cause by Employer may terminate Executive's employment under this Agreement without cause provided that Employer gives Executive at least six (6) months' notice of termination without cause in writing. If such notice is given, Employer shall pay Executive all compensation and benefits then required by this Agreement as they come due during that six-month period, and Executive's Plan benefits referred to in Section 3.2 above shaII vest in accordance with the Plan's vesting rules. Employer may reduce or require no further services from Executive during all or a portion of the six-month period.
Termination Without Cause by Employer. Employer, in its discretion and for any reason, may terminate this Agreement at any time by delivering written notice to Employee prior to such intended termination ("Termination Date"). This Agreement shall terminate on the Termination Date and the Parties shall have no further duties or obligations to each other, provided, however, that Employer shall pay Employee in one lump sum payment within thirty (30) days of the Termination Date an amount equal to three times Employee's current base annual compensation specified in Section 3.01 hereof plus three times the amount of bonus received by Employee for the year prior to Employee's termination of employment.
Termination Without Cause by Employer. Employer, in its discretion and for any reason, may terminate this Agreement at any time by delivering 30 days' prior written notice to Employee prior to such intended termination ("Termination Date"). This Agreement shall terminate on the Termination Date and, except as provided under this Section 4.04, the Parties shall have no further duties or obligations to each other. Employer shall pay to Employee all amounts that may have accrued under Section 3.01 and 3.02 through the date of such termination but not been previously paid to Employee, and Employer shall also pay an amount equal to 12 months of the base compensation at the rate effective as of the Termination Date provided under Section 3.01 and the benefits under Section 3.03 during the same period, and, if Employer so elects, an amount equal to an additional 12 months of such base compensation and the benefits under Section 3.03 during the same period and thereafter to the extent provided in the applicable plan. In the event of termination without cause hereunder, Employee's covenants under Section 5.01 hereunder shall continue for the period through which Employer pays Employee under this Section 4.04.
Termination Without Cause by Employer. (1) Employee's employment by Employer hereunder shall be terminated automatically upon the occurrence of any of the following events: (i) the death of Employee; (ii) the voluntary or involuntary dissolution of Employer; or (iii) an adjudication of the Employee's insanity or incompetency, the appointment of a committee or guardian for the Employee as the result of the Employee's physical or mental incapacity; (iv) the imposition of any legal restriction that prevents Employee from performing employment services in accordance with this Agreement , or (v) the determination by Employer that Employee is disabled and is unable to effectively and competently perform his duties in accordance with this Agreement.
