Termination without Cause or by Employee for Good Reason a. The continuation of Base Salary and other payments and benefits described in Section 12(b) shall be triggered only upon one or more of the following circumstances:
(i) The Company terminates Employee (as it may do at any time) without Cause; it being understood that termination by death or Disability does not constitute termination without Cause;
(ii) Employee terminates for Good Reason;
(iii) The Company fails to offer to renew, extend or replace this Agreement before, at, or within six (6) months after, the end of its original three-year Term (or any term provided for in a written renewal or extension of the original Term), and Employee resigns from employment with the Company within sixty (60) days after such failure, unless such failure is accompanied by a mutually agreeable severance arrangement between the Company and Employee or is the result of Employee’s retirement or other termination from the Company other than for Good Reason notwithstanding the Company’s offer to renew, extend or replace this Agreement.
b. In the event of one of the triggers referenced in Sections 12(a)(i) through (iii) above, then, on the sixtieth (60th) day after Employee’s termination of employment, but contingent upon the execution and effectiveness of the Release attached hereto and made a part hereof, and subject to Section 23(o) below, Employee shall be entitled to the following:
(i) Continuation of Employee’s Base Salary as of the date immediately preceding the termination (or, if the termination of employment is for Good Reason due to the reduction of Employee’s Base Salary, then such rate of Base Salary as in effect immediately prior to such reduction) for 24 months, payable in accordance with the Company’s normal payroll cycle and procedures (but not less frequently than monthly) with a lump sum payment on the sixtieth (60th) day after Employee’s termination of employment of the amounts Employee would otherwise have received during the sixty (60) days after Employee’s termination had the payments begun immediately after Employee’s termination of employment. Notwithstanding anything to the contrary in this Agreement, the amount of any payment or entitlement to payment of the aforesaid Base Salary continuation shall be forfeited or, if paid, subject to recovery by the Company in the event and to the extent of any base salary earned by the Employee as a result of subsequent employment during the 24 months after Employee’s termination of employment. In no event shall...
Termination without Cause or by Employee for Good Reason. The Company may terminate Employee’s employment at any time without Cause upon thirty (30) days advance notice and Employee may terminate Employee’s employment for Good Reason, in accordance with the procedural requirements set forth below. If, during the Employment Term, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, the Company shall provide Employee with:
(i) the Accrued Rights;
(ii) any earned (as determined uniformly with respect to other recipients of similar cash bonuses) Cash Bonus for the prior calendar year that had not yet been paid as of Employee’s employment termination;
(iii) to the extent Employee terminates after the first quarter of any calendar year, a pro rata portion of the actual Cash Bonus for the year in which termination occurs, with such amount to be determined and payable similarly with respect to the relevant year’s Cash Bonus being determined and paid to all other eligible employees of the Company (but no later than March 15 of the year following the year of termination);
(iv) LTI benefits shall be payable to the extent provided for in the underlying LTI plan document and award agreements; and
(v) Severance Pay pursuant to, and subject to the requirements of, Section 6 or 7 below, as applicable.
Termination without Cause or by Employee for Good Reason. If Employee is terminated without "Cause" or terminates employment for "Good Reason", then this Option shall become immediately vested and exercisable and shall remain exercisable in full until the Expiration Date.
Termination without Cause or by Employee for Good Reason. The Trust may terminate Employee’s employment at any time without Cause upon thirty (30) days advance notice. If, during the Employment Term, Employee’s employment is terminated by the Trust without Cause or by Employee for Good Reason, the Trust shall provide Employee with:
(i) the Accrued Rights, less permitted statutory deductions and withholdings;
(ii) any earned (as determined uniformly with respect to other recipients of similar cash bonuses) Cash Bonus for the prior calendar year that had not yet been paid as of Employee’s employment termination;
(iii) to the extent Employee terminates after the first quarter of any year, a pro rata portion of the actual Cash Bonus for the year in which Termination occurs, with such amount to be determined and payable similarly with respect to the relevant year’s Cash Bonus being determined and paid to all other eligible employees of the Trust but no later than March 15 of the year following the year of termination;
(iv) the vested but unpaid LTI Benefits; and
(v) Severance Pay pursuant to, and subject to the requirements of, Section 6 or 7 below, as applicable.
Termination without Cause or by Employee for Good Reason. The Trust may terminate Employee’s employment at any time without Cause upon thirty (30) days advance notice. If, during the Employment Term, Employee’s employment is terminated by the Trust without Cause or by Employee for Good Reason, the Trust shall provide Employee with:
i. the Accrued Rights, less permitted statutory deductions and withholdings;
ii. any earned (as determined uniformly with respect to other recipients of similar cash bonuses) Cash Bonus for the prior calendar year that had not yet been paid as of Employee’s employment termination;
iii. to the extent Employee terminates after 2019, and after the first quarter of any subsequent year, a pro rata portion of the actual Cash Bonus for the year in which Termination occurs, with such amount to be determined and payable similarly with respect to the relevant year’s Cash Bonus being determined and paid to all other eligible employees of the Trust (but no later than March 15 of the year following the year of termination);
iv. the vested but unpaid LTI Benefits;
v. the full amount of any and all Retention Bonus that remains unpaid as of the termination, payable within thirty (30) days following Employee’s termination date;
vi. the unpaid Relocation Allowance (provided Employee has relocated), payable within thirty (30) days following Employee’s termination date; and
vii. Severance Pay pursuant to, and subject to the requirements of, Section 6 or 7 below, as applicable.
Termination without Cause or by Employee for Good Reason. Subject to the provisions of Sections 10(e) and 10(f) of this Agreement, if the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, except when such termination is coincident with or within an eighteen (18) month period following the occurrence of a Change in Control (as defined below), the Employer shall pay Employee severance pay in an amount equal to 2 multiplied by the Employee’s Average Annual Income. For purposes of this subparagraph, “Average Annual Income” shall be calculated as the sum of the Employee’s Annual Base Pay and Annual Cash Bonus for the preceding three (3) fiscal years of the Employer divided by three (3). The severance pay will be paid to the Employee at the regular pay dates of the Employer in equal payments over a twenty-four (24) month period commencing after the expiration of any applicable revocation periods set forth in the Release (as defined below). This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of the Employer. The Employer shall also pay the premiums associated with the continuation of the life insurance and health insurance benefits that the Employee was provided by the Employer as of the date of termination during the period of time that the severance payments are due hereunder.
Termination without Cause or by Employee for Good Reason. If (i) Employer terminates Employee without Cause, (ii) the Term of the Agreement is not renewed under Section 2 by action of the Employer without Cause, or (iii) Employee terminates his employment for Good Reason, except when such termination is coincident with or within a twenty-four (24) month period following the occurrence of a Change in Control, Employer shall pay Employee severance pay in an amount equal to two (2) multiplied by Employee’s Average Annual Income; provided, however, that if such termination of employment occurs after Employee has attained age seventy (70), the amount shall equal one (1) times Employee’s annual rate of base salary. In addition, Employer shall pay to Employee an amount equal to the product of (A) eighteen (18) and (B) the full total monthly premium cost (i.e., Employee’s and Employer’s portion) for Employee’s Healthcare Coverage. The amounts payable under this Section 10(b) will be paid to Employee no later than sixty (60) days after the date of termination, subject to the conditions of Section 10(g). The severance pay will not be considered compensation for the purpose of any other fringe benefit program of Employer.
Termination without Cause or by Employee for Good Reason. If the Employee’s employment with the Company or the Subsidiaries is terminated by the Company without Cause or by Employee for Good Reason, a number of Options shall then vest equal to the number of Options that would have vested on the next scheduled Vesting Date, had the Employee remained employed through such Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days from the immediately preceding Vesting Date (or the Grant Date, if the termination of employment occurs prior to the first Vesting Date) and (y) the denominator is the number of days from the immediately preceding Vesting Date (or the Grant Date, if the termination of employment occurs prior to the first Vesting Date) through such next Vesting Date.
Termination without Cause or by Employee for Good Reason. Subject to the provisions of Sections 10(e) and 10(f) of this Agreement, if the Employer involuntarily terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, except when such termination is coincident with or within an eighteen (18) month period following the occurrence of a Change in Control (as defined below), the Employer shall pay Employee severance pay in an amount equal to 2 multiplied by the Employee’s Average Annual Income . For purposes of this subparagraph, “Average Annual Income” shall be calculated as the sum of the Employee’s Annual Base Pay and Annual Cash Bonus for the preceding three (3) fiscal years of the Employer divided by three (3). The severance pay will be paid to the Employee no later than 60 days after the date of termination after the expiration of any applicable revocation periods set forth in the Release (as defined below). This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of the Employer. To the extent the Employee elects to continue health insurance coverage under COBRA, the Company will pay the premiums for such coverage for a period of up to eighteen (18) months under the terms specified in Section 10(d)(1) below. The Employer shall also pay the Employee, no later than 60 days after the date of termination, a lump sum cash payment of $15,000 in order to cover the cost of post-termination benefit coverage and expenses associated with seeking another employment position.
Termination without Cause or by Employee for Good Reason. If (i) Employer terminates Employee without Cause, (ii) the Term of the Agreement is not renewed under Section 2 by action of the Employer without Cause, or (iii) Employee terminates his employment for Good Reason, except when such termination is coincident with or within an eighteen (18) month period following the occurrence of a Change in Control, Employer shall pay
