Termination Without Cause, Death or Disability. If a Separation occurs because your employment is terminated by the Company without Cause or as a result of your death or Disability (as defined below), subject to your (or your personal representative’s or guardian’s, as applicable) execution of a general release of known and unknown claims in the form attached hereto as Exhibit A and continued compliance with all restrictive covenants to which you are subject, (i) you will receive severance payments equal to six months of your Base Salary at the time of such termination, less applicable withholding, payable over a period of six months after the date of Separation, (ii) during the six-month severance period, the Company will pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules; provided, that the Company’s COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer and (iii) you will continue to receive the Retention Bonus payments that would have been earned if your employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(f) above. Severance payments under subsection (i) will be made periodically in accordance with the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable year, with the first payment including any amounts that would otherwise be due prior thereto.
8. Section 6(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
Termination Without Cause, Death or Disability. If a Separation occurs because your employment is terminated by the Company without cause or as a result of your death or Disability (as defined below), and if you sign a general release of known and unknown claims in form attached hereto as Exhibit A, you will receive severance payments equal to one hundred thirty-five percent (135%) of your Base Salary at the time of such termination; less applicable withholding, payable over a period of twelve (12) months after the date of the Separation. Severance payments will be made periodically in accordance with the Company's normal payroll schedule. You, your personal representative or guardian, as applicable, must execute and return the form of release attached hereto as Exhibit A to receive severance payments. The severance payments will commence on the date in which the release becomes irrevocable in accordance with its terms or applicable law. During the twelve-month severance period, the Company will also pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company's COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer.
Termination Without Cause, Death or Disability. If the employment of Employee under this Agreement is terminated pursuant to Sections 3(a) or 3(c) above, Employee shall be entitled to continue to receive from Employer Employee's then current salary hereunder (which shall not be less than the amount specified in the second sentence of Section 2(a) above), for (the “Severance Period”) 18 months (the "Salary Severance") and in addition, an amount in lieu of the annual bonus provided in Section 2(b) equal to 65% of the Salary Severance, such amount to continue to be paid in accordance with the payroll practices of Employer and shall further be entitled to continue to receive during such Severance Period the benefits to which Employee would otherwise be entitled pursuant to Section 2(c) and reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 5 below.
Termination Without Cause, Death or Disability. If the employment of Employee under this Agreement is terminated pursuant to Sections 3(a) or 3(c) above, Employee shall be entitled to continue to receive from Employer Employee's then current salary hereunder (which shall not be less than the amount specified in the second sentence of Section 2(a) above), for the greater of the period ending on January 31, 2005 or 18 months (either, the "Severance Period"), such amount to continue to be paid in accordance with the payroll practices of Employer and shall further be entitled to continue to receive during such Severance Period the benefits to which Employee would otherwise be entitled pursuant to Sections 2(b) and (c) and reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 5 below.
Termination Without Cause, Death or Disability. At any time the Company shall have the right to terminate the Executive's employment hereunder (i) by written notice to the Executive, (ii) if the Executive, as a result of mental or physical incapacity, illness or disability, fails to perform his duties and responsibilities provided for herein for more than 90 days in any 365-day period, or (iii) upon the death of the Executive. In the event of any termination pursuant to this Section 5.3, then, in addition to the provisions of Sections 4.2 and 4.4, the Executive (or his estate) shall be entitled to be paid his Base Salary and any accrued but unpaid bonus to the date of termination and receive reimbursements for reasonable business expenses incurred prior to such date of termination (subject, however, to the provisions of Section 4.1), and to be paid the following severance payments: (a) if the termination occurs on or prior to the one-year anniversary date of the Effective Date, the Company shall pay the Executive (or his estate) a lump sum payment equal to the Base Salary that the Executive would otherwise have been entitled to receive through the end of the Initial Term, and (b) if the termination occurs after the one-year anniversary date of the Effective Date, but prior to the expiration of the Initial Term, the Company shall pay the Executive (or his estate) a lump sum payment equal to the sum of (x) the Base Salary that the Executive would otherwise have been entitled to receive through the end of the Initial Term, plus (y) $250,000.
Termination Without Cause, Death or Disability. If Executive's employment is terminated by the Company without Cause, or if Executive shall be determined to have a Disability or die, then the Company shall pay to Executive, or his estate, as the case may be, within two business days following the date of termination, or within ten days following notification of death, his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but not taken; and
Termination Without Cause, Death or Disability. In the event of a Termination of Optionee by the Company without Cause or due to Optionee’s death or Disability (as defined below), then (A) the portion of the Option that has not vested on or prior to the date of such Termination shall terminate as of the date of such Termination; provided, however, that the unvested portion of the Option that would otherwise have vested at the end of the twelve (12) month period in which the Termination of Optionee by the Company without Cause occurs, shall vest immediately on the date of such Termination on a pro rata basis according to the number of whole or partial months in which Optionee has been employed during such 12-month period, and (B) the vested portion of the Option shall terminate as of the date that is six (6) months following the date of such Termination.
Termination Without Cause, Death or Disability. If Executive’s employment with the Company is terminated by the Company without Cause, or by reason of death or Disability, Executive shall have the rights and benefits that accrue to Executive under Section 3 or Section 4 (other than the rights and benefits that accrue to Executive under Section 4.4) of the Policy (as applicable and subject to the requirements and obligations provided in the Policy) as in effect on the Effective Date.
Termination Without Cause, Death or Disability. If the Employment of Employee under this Agreement is terminated other than during the Protection Period as a result of the death or Total Disability of Employee or by Employer without Cause, the Employee shall be entitled to receive from the Employer: (i) Employee’s then current salary hereunder (which shall not be less than the Employee’s base salary in effect on the Effective Date), for a period of 18 months following the Employee’s termination of Employment, such amount to be paid in accordance with the payroll practices of Employer, (ii) continuation of the benefits to which Employee would otherwise be entitled pursuant to Section 3(c) during the 18-month period following the Employee’s termination of Employment, and (iii) reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 6 below during the 18-month period following the Employee’s termination of Employment.
Termination Without Cause, Death or Disability. Notwithstanding anything herein to the contrary, in the event that your employment is terminated by the Company without "Cause" (as defined below) or as a result of your death or permanent disability, in each case on or prior to December 31, 2007, you shall be entitled to receive an amount equal to the sum of (A) the Special Bonus and (B) the Annual Bonus, payable as soon as administratively practicable following such termination, but in no event later than March 15, 2008. For the avoidance of doubt, no amounts shall be deferred pursuant to paragraphs 1(iii) or 2(i) of this letter in the event that your employment is terminated by the Company without Cause or as a result of your death or permanent disability, in each case on or prior to December 31, 2007. Further, for the avoidance of doubt, the payment of any amounts referred to in this paragraph 1(iv) shall not constitute severance or similar termination payments or benefits for purposes of the Change in Control Letter. Notwithstanding anything in this paragraph 1(iv) to the contrary, if the payment is a result of your separation from service (within the meaning ascribed to such term in Treas. Reg. ss.1.409A-1(h)(1)) and you are a "specified employee" (as defined in Section 409A(a)(2)(B) of the Code), all amounts payable pursuant to this paragraph 1(iv) shall be delayed until the earlier of (a) the date which is six months following your separation from service; provided that such separation from service is not a result of your death, and (b) your death. For the avoidance of doubt, the amounts payable pursuant to this paragraph 1(iv) shall accrue interest (at a rate equal to 5.32% per annum) from the date of termination through the applicable payment date.
(a) For purposes of this letter only, "Cause" shall exist only if you (i) breach your fiduciary duty of loyalty owed to the Company or any of its subsidiaries (ii) are convicted of, or plead guilty or "no contest" to, a felony, (iii) commit willful misconduct involving acts of moral turpitude or that otherwise result in, or could reasonably be expected to result in, material injury to the Company or its subsidiaries, (iv) materially breach the terms of any agreement between you and the Company or any of its subsidiaries (including, but not limited to, the Employment Agreement, the Change in Control Agreement and this letter), (v) materially fail to follow a written instruction of the Board, or (vi) in carrying out your duties and responsibilities, are ...
