Termination Without Cause or by Executive for Good Reason. Subject to Section 5.7, if Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (a) any accrued but unpaid Base Salary through the date of termination; (b) Base Salary through the one-year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the 60th day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”) and the portion of the severance pay that would have been paid to the Executive prior to the First Payroll Date shall be paid to the Executive on the First Payroll Date in a single lump sum; (c) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the later of (i) same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof and (ii) the First Payroll Date; (d) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (commonly known as (“COBRA”)), payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination, for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (d) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of Interna...
Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c).
(b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4.
(c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executive:
(i) the Accrued Base Obligations,
(ii) two times annual Base Compensation, payable in twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs,
(iii) Accrued Bonus Obligations,
(iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelve-month period immediately following the Termination Date; provided, however, if Executive or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and
(v) Indemnification.
Termination Without Cause or by Executive for Good Reason. In the event that prior to the expiration of the Term, Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5 or Executive terminates his employment for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of the date of termination for a period of 12 months following the date of termination; provided, however, that if Executive is employed with another employer and is eligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected in the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Restricted Stock Award shall vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010, (ii) 54,000 shares of Common Stock if termination occurs on or after July 1, 2010, and on or prior to June 30, 2011, and (iii) 72,000 shares if termination occurs on or after July 1, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits,...
Termination Without Cause or by Executive for Good Reason. If during the Term Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to one and one-half times (1.5x) Executive’s annual base salary as of the date of termination, payable in a lump-sum on the first payroll date immediately following the date of termination or the effective date of the general release referenced in Section 4.2, whichever is later, subject to the conditions set forth in Section 4.2. The payment under this Section 4.1 is intended to constitute a separation payment within the meaning of Section 409A (as defined below) and will be paid, if at all, in all events within the Section 409A short-term deferral period. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s policies or applicable law. In the event that Executive is rehired by the Company or any of its Affiliates during the period before Executive has received payment under this Section 4.1, Executive will no longer be entitled to such payment beginning on the rehire date.
Termination Without Cause or by Executive for Good Reason. (a) If (i) Executive's employment is terminated by Company during the initial Term for any reason (other than (x) Cause under Section 4.3, or (y) disability of Executive), or (ii) Executive's employment is terminated by Executive for Good Reason, then Company shall pay to Executive a lump sum cash payment equal to one million dollars ($1,000,000.00)(the "Severance Payment"), within ninety (90) days after expiration of the Term. Further, in the event of termination by Company under such circumstances, or during any renewal Term, Company shall maintain in full force and effect, for the continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination, the medical, hospitalization, dental and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the date of termination (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive hereunder.
Termination Without Cause or by Executive for Good Reason. A termination “without cause” is a termination of the employment of the Executive by the Company that is not “for cause” and not occasioned by the resignation, death or disability of the Executive. If the Executive’s employment is terminated by the Company without cause or by the Executive for Good Reason, the Company shall, at the time of such termination, pay to the Executive the severance payment provided in paragraph E of this Section 4 together with the value of any accrued but unused vacation time and the amount of all accrued but previously unpaid Base Salary through the date of such termination. The Company shall promptly reimburse the Executive for the amount of any expenses incurred prior to such termination by the Executive as required under paragraph E of Section 3. The Company shall also pay to the Executive the amount of the Annual Bonus, if any, that has been earned by the Executive for a completed fiscal year or other measuring period preceding the date of termination, but has not yet been paid to the Executive (to be paid at a time the Company pays bonuses to other senior executives of the Company for that completed fiscal year or other measuring period). If the Company terminates the employment of the Executive because it has ceased to do business or substantially completed the liquidation of its assets or because it has relocated to another city and the Executive has decided not to relocate also, such termination of employment shall be deemed to be without cause.
Termination Without Cause or by Executive for Good Reason. Notwithstanding anything to the contrary herein, (i) the Company shall have the right to terminate Executive’s employment under this Agreement without Cause by giving written notice of such termination to Executive, subject to the Company’s obligation to pay to Executive the amounts set forth in Section 6.6.2 below, and (ii) Executive shall have the right to terminate Executive’s employment under this Agreement without Good Reason (as defined below) by giving thirty (30) days prior written notice of such termination to the Company.
Termination Without Cause or by Executive for Good Reason. In the event of termination of Executive’s employment by the Company without Cause, Executive will be entitled to (A) the benefits set forth in Section 5(a)(i); (B) payment in an amount equal to: (1) three months’ base salary if terminated within the first 12 months of employment, or (2) nine months’ base salary if terminated after 12 months of employment, either of which may be paid in a lump sum or, at the election of the Company, in installments consistent with the payment of Executive’s salary while employed by the Company, subject to such payroll deductions and withholdings as are required by law; (C) payment in full of the prorated target bonus due for the year in which Executive was terminated without Cause or by Executive for Good reason, subject to such payroll deductions and withholdings as are required by law; and (D) payment, for a period of six (6) months, of any health insurance benefits that Executive was receiving at the time of termination of Executive’s employment under a Company employee health insurance plan subject to COBRA, (E) all outstanding equity grants held by Executive shall automatically vest as to the number unvested shares that would otherwise have vested during the twelve months following termination; and (F) with respect to any outstanding vested but unexercised stock option grants, the post-termination exercise period shall be extended to the earlier of the date twelve (12) months after termination or the expiration date of the stock option. This Section 5(a)(ii) shall not apply to (x) termination of Executive’s employment by a Related Company if Executive remains employed by the Company, or (y) termination of Executive’s employment by the Company if Executive remains employed by a Related Company.
Termination Without Cause or by Executive for Good Reason. If Executive’s employment has been terminated by the Company at any time during the Employment Period without Cause or by Executive for Good Reason, Executive shall be entitled to an amount equal to the sum of:
(i) Base Salary through the date of termination, plus;
(ii) Base Salary for the Severance Period (as defined in Section 6(g)), payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time, plus;
(iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of such bonus shall be reasonably determined by the Compensation Committee), payable at the same time as such payment would be made while Executive was employed by the Company, plus;
(iv) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus;
(v) continuation of all health benefits offered to senior executives of the Company for the Severance Period. The Company agrees that if the Executive’s employment with the Company is terminated without Cause or by the Executive for Good Reason, the Executive is not required to seek other employment or to attempt in any way to reduce any amount payable to the Executive by the Company pursuant to this Agreement. For the avoidance of doubt, any payments made pursuant to this Agreement during the Severance Period shall be in lieu of, and not in addition to, any severance payments generally paid by the Company to its employees, including pursuant to any plan or policy of the Company.
Termination Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment Without Cause or Executive terminates his employment for Good Reason, in addition to the Accrued Obligations, the Company shall provide Executive the following:
(i) a lump sum payment equal to one and one half (1.5) times Executive’s then-current Base Salary;
(ii) a lump sum payment equal to one and one half (1.5) times Executive’s then-current Annual Cash Bonus; and
(iii) immediate vesting of any and all outstanding P10 equity awards granted to Executive during the Term (whether under this Agreement or under the Original Agreement), and immediate vesting of all carried interests in the investment vehicles of the Affiliated Entities (as defined below) granted to Executive during the Term. Such payment and other consideration are subject to Executive’s execution, non-revocation, and delivery of a general release of the Company, P10, all Affiliated Entities, and each of their respective officers, directors, employees, agents, successors and assigns in the form attached hereto as Exhibit C, as may be amended to the extent necessary to reflect changes in applicable law. All payments under this Section above shall begin to be made within sixty (60) days following termination of employment; provided, however, that to the extent required by Code Section 409A, if the sixty (60) day period begins in one calendar year and ends in the second calendar year, all payments will be made in the second calendar year. The payments and benefits under this Section 5(b) shall immediately cease should Executive be found by a court of competent jurisdiction to have committed a material breach of any of the restrictive covenants and obligations set forth in Section 7(b) below.
