Termination Without Cause; For Good Reason. If the Company terminates this Agreement without Cause, or if Executive terminates this Agreement for Good Reason, then subject to Executive’s execution and delivery to the Company within a time period specified by the Company after Executive’s effective date of termination (“Termination Date”) of a separation agreement and release of all claims (“Separation Agreement”) in a form acceptable to the Company and Executive’s non-revocation of such Separation Agreement: (i) the Company shall pay Executive severance pay in an amount equal to $200,000.00, less applicable withholdings (“Severance Payment”); and (ii) if Executive properly elects continuation coverage under the Company’s group medical insurance plan pursuant to Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will pay that percentage of the premium for such medical plan coverage which the Company bears for similarly situated active Company employees and their enrolled family members immediately prior to the Termination Date through the earlier of (a) six (6) months from the Termination Date; (b) the date Executive first becomes eligible for coverage under any group health plan maintained by another employer of Executive or his or her spouse; or (c) the date such COBRA continuation coverage otherwise terminates as to Executive under the provisions of the Company’s group medical insurance plan (“COBRA Coverage”). Except as otherwise provided below, the Severance Payment shall be payable in equal periodic installments in accordance with the Company’s payroll practices and subject to withholding taxes on each regular payroll date of the Company commencing on the applicable Severance Commencement Date and continuing through the six month anniversary thereof (the “Severance Period”). The applicable Severance Commencement Date shall be the first regularly scheduled Company payroll date that is at least 45 days after the Executive’s Termination Date. Collectively, the Severance Payment and COBRA Coverage shall be referred to herein as the “Severance Benefits.”
9.2.1 Notwithstanding the foregoing, Executive shall be entitled to Severance Benefits in accordance with this Section 9.2 only so long as Executive has not breached any of the provisions of the Separation Agreement, the Confidentiality Agreement, or Section 10 of this Agreement.
9.2.2 Notwithstanding the foregoing, if any equity securities of the Company or of any direct or indirect en...
Termination Without Cause; For Good Reason. If, within 36 months following a Change of Control, (i) the Company terminates Xx. Xxxx’x employment without Cause or (ii) Xx. Xxxx terminates his employment for Good Reason, Xx. Xxxx shall receive the following:
(i) the Section 8 Amounts;
(ii) an amount equal to 200% of the sum of (1) Xx. Xxxx’x annual Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the Change of Control, plus (2) the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that Xx. Xxxx elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan;
(iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Xx. Xxxx could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Xx. Xxxx shall be entitled to an amount equal to the average of the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the Company’s Key Employees Deferred Compensation Plan;
(iv) the Company shall, at its expense, maintain in full force and effect for Xx. Xxxx’x continued benefit all life insurance, health and accident, and disability plans in which he was entitled to participate immediately prior to the Date of Termination, or, if more favorable to Xx. Xxxx, on the date of a prior Change of Control, provided that his continued participation is possible under the terms of such plans and programs. In the event that the terms of any such plan do not permit Xx. Xxxx’x continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to Xx. Xxxx tha...
Termination Without Cause; For Good Reason. Subject to Section 5(b), in the event the Company terminates the employment of Executive without Cause pursuant to Section 4(d), Executive resigns for Good Reason pursuant to Section 4(e), or the Executive’s employment terminates due to expiration of the Employment Term in accordance with Section 4(g) following the Company’s delivery to Executive of a notice of intent not to renew pursuant to Section 1, then the Company shall pay to the Executive, in addition to any amounts payable under Section 4, (i) severance payments in the form of continued Base Salary, at Executive’s Base Salary as then in effect, for the thirty-six (36) month period following the effective date of the Executive’s termination if such termination happens during the first year of the Executive’s employment, twenty four months (24) if termination happens in the second year of the Executive’s employment, and twelve (12) months if the termination happens in the third year of the Executive’s employment or thereafter; (ii) payment of any accrued and unpaid annual bonus for any year preceding the year in which Executive’s employment terminates; (iii) payment of a pro rata annual bonus for the year in which Executive’s employment terminates calculated by multiplying the target bonus amount by a fraction, the numerator of which is the number of calendar days elapsed in the year as of the effective date of Executive’s termination of employment and the denominator of which is 365; and (iv) payment by the Company of Executive’s monthly health insurance premiums for a period matching the period that Executive is entitled to severance payments pursuant to section 5(a)(i) hereof. The severance in 5(a)(i) and (iv) will be paid pursuant to the Company’s payroll schedule then in effect commencing on the sixtieth (60th) day following the last day of employment and the payments in 5(a)(ii) and (iii) will be paid on the sixtieth (60th) day following the last day of empoyment.
Termination Without Cause; For Good Reason. In the event that this Agreement is terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive from the Company as a termination settlement an amount equal to twelve (12) month's base salary and living expenses under Section 6.03 as is in effect at the effective date of termination (the "Termination Payment"), pursuant to the Company's normal payroll practices. In addition, the Executive shall receive that portion of the performance bonus payable pursuant to Section 5 hereof equal to that percentage of the calendar year during which the Executive was employed by the Company, payable when such bonus would otherwise normally be paid by the Company. In addition to the Termination Payment, the Executive shall continue to receive the insurance benefits described in Section 6.02 for a period of twelve (12) months following the effective date of termination. The Executive shall have no obligation to mitigate the amount of the Termination Payment provided for herein by seeking other employment or otherwise.
Termination Without Cause; For Good Reason. Subject to Section 5(b), in the event the Company terminates the employment of Executive without Cause pursuant to Section 4(d), Executive resigns for Good Reason pursuant to Section 4(e), or the Executive’s employment terminates clue to expiration of the Employment Term in accordance with Section 4(g) following the Company’s delivery to Executive of a notice of intent not to renew pursuant to Section 1, then the Compa11y shall pay to the Executive, in addition to any amounts payable under Section 4, (i) severance payments in the form of continued Base Salary, at Executive’s Base Salary as then in effect, for the twelve (12) month period following the effective date of the Executive’s termination if such termination happens during the first year, or successive years, of the Executive’s employment, (ii) payment by the Company of Executive’s monthly health insurance premiums for a period matching the period that Executive is entitled to severance payments pursuant to section 5(a)(i) hereof. The severance in 5(a)(i) and (iv) will be paid pursuant to the Company’s payroll schedule then in effect commencing on the sixtieth (60th) day following the last day of employment and the payments in S(a)(ii) and (iii) will be paid on the sixtieth (60th) day following the last day of employment.
Termination Without Cause; For Good Reason. (i) At any time during the Term, the Company may terminate the Term and Executive’s employment hereunder without Cause and Executive may terminate the Term and his employment for Good Reason.
(ii) Upon the termination of Executive’s employment pursuant to this Section 8(d), Executive shall receive (A) the Accrued Amounts, (B) any unvested Company equity awards, including the RSUs, shall fully vest and (C) Executive shall receive a lump sum severance payment within fifteen (15) days following the termination date in an amount equal to the greater of (i) Executive’s Base Salary for the balance of the Term or (ii) six (6) months’ Base Salary, in each case at the rate in effect immediately prior to such termination and iii) benefits for the same term related to the base salary period. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not participate in any severance plan, policy or program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or annual bonus) or other benefits under this Agreement following such expiration of the Term.
Termination Without Cause; For Good Reason. If Xxxxxx’x employment is terminated by Cascade, except for cause as provided in paragraph 8(b), or by Xxxxxx for Good Reason, Xxxxxx shall be entitled to receive a severance benefit equal to two (2) times her Base Compensation plus Bonus before salary deferrals over the twelve (12) months preceding the month of termination, less statutory payroll deductions. Such payment shall, at the option of Cascade, be made in a lump sum or in accordance with Cascade’s regular payroll schedule and shall be paid or payments commenced as soon as practicable, but not less than six (6) months, after the date that Xxxxxx’x entitlement to such payment arose. For purposes of this Agreement, “Good Reason” means any one or more of the following: Reduction of Xxxxxx’x Base Compensation during the term of this Agreement without Xxxxxx’x consent (other than as part of an overall program applied uniformly to all members of senior management of the Bank); the assignment to Xxxxxx without her consent of any duties materially inconsistent with Xxxxxx’x position as of the date of this Agreement; or a relocation or transfer of Xxxxxx’x principal place of employment that would require Xxxxxx to commute on a regular basis more than 30 miles each way from Cascade’s main office as of the date of this Agreement.
Termination Without Cause; For Good Reason. In the event of the Grantee’s involuntary Termination of Service by the Company without Cause, or the Grantee’s voluntary Termination of Service by the Grantee for Good Reason, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination of Service, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.
Termination Without Cause; For Good Reason. In the event that this Agreement is terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive as a termination settlement an amount equal to the Executive's salary as is in effect at the effective date of termination for the longer of (i) the remaining Term or (ii) twelve (12) months from the effective date of termination (the "Termination Payment"), pursuant to the Company's normal payroll practices. In addition, the Executive shall receive that portion of the performance bonus payable pursuant to Section 5 hereof equal to that percentage of the calendar year during with the Executive was employed by the Company, payable when such bonus would otherwise normally be paid by the Company. In addition to the Termination Payment, the Executive shall continue to receive the insurance benefits described in Section 6.02 for a period of twelve (12) months following the effective date of termination. The Executive shall have no obligation to mitigate the amount of the Termination Payment provided for herein by seeking other employment or otherwise.
Termination Without Cause; For Good Reason. Subject to Section 5(d), in the event the Company terminates the employment of Executive without Cause pursuant to Section 4(e), or Executive resigns Executive’s employment for Good Reason pursuant to Section 4(f), then the Company shall: (i) pay to Executive, in addition to the Accrued Amounts, a lump sum equal to the amount of Executive’s Base Salary, as then in effect, that Executive would have earned during the balance of the Term of this Agreement plus an amount equal to Executive’s Target Bonus amounts for the balance of the Term of this Agreement; and (ii) if Executive timely elects to continue any group health benefits he receives from the Company under COBRA, or applicable state law (collectively “COBRA”), provide reimbursement for the portion of COBRA premiums that the Company would have covered had Executive’s employment continued, for so long as he or his family members continue such group health coverage (collectively “Separation Benefits”). The Separation Benefits will be paid on the first payroll date following the date the Release required under Section 5(d) becomes effective and enforceable. For the avoidance of doubt, it is expressly stated that termination of Executive’s employment as a result of the expiration of the Term or an extended Term does not entitle Executive to any Separation Benefits and is not considered a termination without Cause or a resignation of any kind for any purposes of this Agreement.