Termination Without Cause; Constructive Termination. If the Employment Period is terminated pursuant to Sections 3(c) or 3(d) above, this Agreement shall terminate and Employee shall be entitled (i) to continue to receive from Employer his then current Basic Compensation, such amount to continue to be paid in accordance with Employer’s payroll practices until the first anniversary of the date of termination, (ii) to receive a pro rata portion (based on a fraction the numerator of which is the number of days Employee worked in the year of termination and denominator of which is 365) of the bonus set forth in Section 2(b) which Employee would have been entitled to receive for the year in which termination occurs if the performance objectives established in Employer’s Annual Incentive Plan are achieved, and (iii) until the first anniversary of the date of termination, to continue to receive the benefits to which he would otherwise be entitled during the Employment Period pursuant to Section 2(e) above; provided that Employee shall continue to make the same contributions toward such coverage as Employee was making on the date of termination, with such adjustments to contributions as are made generally for all Employer’s full-time executive employees; further provided that in such event Employee shall no longer be entitled to participate in any of Employer’s 401(k) plans, excess savings plans, tax qualified profit sharing plans or any other retirement plans. In the event of Employee’s death during the period in which he is entitled to the compensation and benefits described in this Section 4(c), such continuation of compensation and benefits shall immediately cease upon Employee’s death. In the event Employee obtains employment elsewhere during the period in which he is entitled to the compensation and benefits described in this Section 4(c), such compensation and benefits shall continue for the period described above notwithstanding such reemployment of Employee; provided, however, that Employer’s obligations for such compensation and benefits shall be reduced by the amount Employee receives from his new employer for compensation and benefits. The sums received by Employee under this Section 4(c) shall be considered liquidated damages in respect of claims based on any provisions of this Agreement or any claims arising out of Employee’s employment with Employer, and the commencement of the payment of such sums by Employer shall not begin until Employee executes and delivers a general release of all claims in form...
Termination Without Cause; Constructive Termination. If the Employment Period is terminated pursuant to Section 3(c) or 3(d) above, Employee shall be entitled to continue to receive from Employers his then current basic compensation hereunder, plus an amount in lieu of bonus, which amount shall be determined as the average bonus received by Employee for the appropriate period (prorated for partial portions thereof) for the previous 24 months, such amount to continue to be paid in accordance with the payroll practices of Employers for a period equal to the period remaining in the Employment Period immediately prior to such termination and Employee shall further be entitled during such period both to continue to receive the benefits to which he would otherwise be entitled during the Employment Period pursuant to Section 2(c) above and to reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 5 below. Such continuation of compensation, benefits and automobile expenses shall continue for the period described above notwithstanding any earlier death or reemployment of Employee.
Termination Without Cause; Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 10(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible.
(ii) In the event the Executive's employment is terminated (1) by the Company without Cause (other than due to Disability or death), (2) by reason of a Constructive Termination or (3) upon expiration of the Term of Employment following the Company's having given a notice of non-extension of the Term of Employment, the Executive shall be entitled to:
(A) Base Salary through the date of termination of the Executive's employment;
(B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable over a 12-month period following such termination (the "Severance Period") as follows:
(1) with respect to each of the first two months of the Severance Period, an amount equal to two months' Base Salary; and (2) with respect to each of the remaining ten months of the Severance Period, an amount equal to eighty percent (80%) of monthly Base Salary; provided, however, that the Company's obligations under this clause (B) shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent that the Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment);
(C) a prorated annual bonus for the year in which such termination occurs, based on the actual performance for such year, the amount of which prorated bonus, if any, shall be determined and paid promptly following the end of the year to which such bonus relates; provided, however, that in the event the Executive's employment is terminated pursuant to this Section 10(d)(ii) during fiscal year 2003, the bonus amount, if any, determined and paid...
Termination Without Cause; Constructive Termination. In the event of a Termination Without Cause or Constructive Termination, upon payment of all amounts due under Section 5.1, the Executive will not Compete with the Company for the then remaining Term of this Employment Agreement.
Termination Without Cause; Constructive Termination. Except as provided in Section 12(b), in the event EMPLOYEE is terminated without cause, or in the event any of the following events occur without EMPLOYEE'S consent: (i) EMPLOYEE is relocated; (ii) EMPLOYEE'S overall compensation package (including but not limited to salary, bonus, commission structure, fringe benefits, perquisites, and vacation time) is detrimentally changed or modified other than in connection with a general change in compensation for all ESI employees or for all ESI employees in any group or classification that includes EMPLOYEE (provided that any reduction in compensation is made as a result of a decline in ESI's economic conditions, is temporary, and is no greater than twenty percent (20%) of Base Salary); or (iii) EMPLOYEE'S position within ESI (including EMPLOYEE'S officer status with ESI or its parent), or any of the duties, responsibilities or requirements of EMPLOYEE'S position, are substantially changed or modified, THEN EMPLOYEE shall be entitled to receive the following: (A) an amount equal to six (6) months of Base Salary at EMPLOYEE'S then current Base Salary; (B) $3,000.00 in lieu of fringe benefits; (C) all salary, vacation time and other benefits earned and accrued to the date of termination; and (D) a pro rata bonus for the year in which termination occurs assuming the EMPLOYEE would have received a bonus. In order to receive the severance payment under this Section 12(a), EMPLOYEE must execute a mutually agreeable form of "Release of All
Termination Without Cause; Constructive Termination. In the event the Executive suffers a Termination Without Cause or a Constructive Termination and there has not been a Change in Control, the Executive will not Compete with the Company for a period of time equal to the remaining Term of this Employment Agreement (as if this Employment Agreement had not been terminated). If the Executive suffers a Termination Without Cause or a Constructive Termination and there has been a Change in Control, then the provisions in this Section 6 restraining competition shall not apply and the Executive shall be free to Compete with the Company immediately after such termination.
Termination Without Cause; Constructive Termination. Notwithstanding anything in this Agreement to the contrary, Executive’s employment hereunder may be terminated by Employer without Cause, and Executive may terminate his employment hereunder in the case of a Constructive Termination as defined in this Section 4, provided, however, that in the event that Executive’s employment is terminated in accordance with the terms of this Section 4, Executive shall be entitled to receive the following:
Termination Without Cause; Constructive Termination. In the event Executive’s employment with the Company is terminated by the Company without Cause, or as a result of Executive’s Constructive Termination Executive will receive from the Company, within fourteen (14) days after Executive’s Termination Date, a lump sum cash payment equal to three (3) months of Executive’s most recent Base Salary, less applicable withholdings and deductions.
Termination Without Cause; Constructive Termination. If your employment is terminated by the Company without Cause, or if you are Constructively Terminated
Termination Without Cause; Constructive Termination. The provisions of this Section 7 shall apply following any termination of Executive which is either (i) Without Cause (as defined below); or (ii) is a Constructive Termination (as defined below) notwithstanding any provision otherwise in any stock option agreement between the Company and the Executive which provides for the grant to Executive of the right to purchase shares of stock of the Company. In the event that Executive's employment is terminated, at any time, and such termination is either (i) Without Cause; or (ii) is a Constructive Termination:
