Termination Without Cause or by Executive With Good Reason. Subject to Section 6 below, if the Company terminates Executive’s employment without Cause, or the Executive terminates for Good Reason, Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately prior to the Termination Date, paid in a lump sum on the sixtieth (60th) day following the Termination Date; (c) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the twelve (12) month anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans; and (d) acceleration of vesting of all equity and equity-based awards.
Termination Without Cause or by Executive With Good Reason. If the Company terminates Executive’s employment without Cause, or Executive terminates for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to the sum of (i) twelve (12) months of the annual Base Salary as in effect immediately prior to the Termination Date and (ii) the Target Annual Incentive, paid in equal installments on the normal payroll cycle over the twelve (12) month period that begins on the sixtieth (60th) day following the Termination Date; (c) the Pro-Rata Annual Incentive, payable in a cash lump sum to Executive on the date Company pays its annual incentive compensation bonuses for the year that includes the Termination Date if Executive’s employment continued; and (d) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the one-year anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans.
Termination Without Cause or by Executive With Good Reason. If Executive’s employment is terminated without Cause (other than termination by reason of Executive’s death or Disability), or Executive terminates employment for Good Reason, and Executive executes a general release in the form attached hereto as Exhibit C, Executive shall be paid or provided, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of: (a) any accrued but unpaid salary as payable through such Date of Termination; (b) Executive’s Annual Salary as of the Date of Termination; and (c) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. In the event the parties hereto have not entered into a new employment agreement and the Company elects to provide Executive with notice pursuant to Section 5 not to renew this Employment Agreement or the Term (including any successive one year renewal periods), such election not to renew shall be treated as termination by the Company without Cause under this Section 8(a).
Termination Without Cause or by Executive With Good Reason. If the Company terminates Executive’s employment without Cause, or the Executive terminates for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to [12 months] of the annual Base Salary as in effect immediately prior to the Termination Date, paid in equal installments on the normal payroll cycle over the [12 month] period that begins on the sixtieth (60th) day following the Termination Date; (c) a Pro-Rata Annual Target Incentive, payable in a cash lump sum to Executive on the date Company pays its annual incentive compensation bonuses for the year that includes the Termination Date if Executive’s employment continued; [and (d) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the one-year anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans] (collectively, the “Severance Package”).
Termination Without Cause or by Executive With Good Reason. If Executive is terminated without “Cause” or Executive terminates his service with Holdings and the Company for “Good Reason,” Executive shall be entitled to receive (i) any accrued, but unpaid, Base Salary through the date of termination (“Termination Date”), (ii) any bonus earned with respect to the year in which termination occurs, payable in accordance with the Company’s usual bonus payment schedule and (iii) Base Salary and continued benefits from the Termination Date through the first anniversary of the Termination Date, payable in accordance with the usual payroll practices of the Company. Termination with Cause or by Executive without Good Reason: In the event that Executive is terminated with Cause or resigns without Good Reason, the Company shall pay to Executive any accrued, but unpaid, Base Salary and bonus through the Termination Date. Non- compete/Non-Solicit: The Agreement will contain customary non-compete/non-solicit provisions. These provisions shall remain in effect during the term of Executive’s employment and for a period of twelve (12) months after termination of employment. The Company shall have the option to extend the term of the non-compete and non-solicitation for an additional twelve (12) months by agreeing to pay severance for that additional period. Non-disclosure: Executive will enter into a customary nondisclosure, assignment of inventions and confidentiality agreement.
Termination Without Cause or by Executive With Good Reason. If Executive’s employment is terminated without Cause (other than termination by reason of Executive’s death or Disability), or Executive terminates employment for Good Reason, and Executive executes a general release in the form attached hereto as Exhibit C, Executive shall be paid or provided, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of: (a) any accrued but unpaid salary as payable through such Date of
Termination Without Cause or by Executive With Good Reason. If Executive is terminated without “Cause” or Executive terminates his service with Holdings and the Company for “Good Reason,” Executive shall be entitled to receive (i) any accrued, but unpaid, Base Salary through the date of termination (“Termination Date”), (ii) any bonus earned with respect to the year in which termination occurs, payable in accordance with the Company’s usual bonus payment schedule and (iii) Base Salary and continued benefits from the Termination Date through the first anniversary of the Termination Date, payable in accordance with the usual payroll practices of the Company.
Termination Without Cause or by Executive With Good Reason. 6.2.1 Either party may terminate this Agreement without "Cause" (as defined below) upon thirty (30) days written notice of the effective date of such termination. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company, or the Subsidiary shall be obligated to pay Executive his salary and benefits owing to Executive through the effective date of
Termination Without Cause or by Executive With Good Reason. 6.2.1 Notwithstanding the foregoing, prior to the expiration of the Term of Employment, either party may terminate this Agreement without "Cause" (as defined below) upon thirty (30) days written notice of the effective date of such termination. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Executive his salary and benefits owing to Executive through the effective date of termination; and if it has not previously been paid to Executive, any variable incentive compensation or bonus compensation to which Executive had become entitled prior to the effective date of such termination. Executive shall also be entitled to any reimbursement owed him in accordance with Article 5. Executive's obligations under Paragraphs 7 and 8 of this Agreement shall survive the termination of Executive's employment, and shall continue pursuant to the terms and conditions of this Agreement.
6.2.2 If the Company terminates this Agreement without Cause as is provided for in
Termination Without Cause or by Executive With Good Reason. If during the Term of this Agreement Executive’s employment shall be terminated by Company without Cause (as that term is defined in Section 7(c) of this Agreement) or terminated by Executive with Good Reason (as that term is defined in this Section 7(d)), then Executive shall be entitled to: (i) his base salary for the entire period up to and including the Termination Date; (ii) any unpaid incentive based compensation as described in Section 4(b) of this Agreement for the year prior to the Fiscal Year in which the Termination Date occurs; (iii) incentive based compensation for the Fiscal Year in which the Termination Date occurs in an amount equal to or greater than Executive’s total annual base salary under Section 4(a) of this Agreement as of the Fiscal Year in which the Termination Date occurs; and (iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 5 of this Agreement. In addition, Executive shall receive severance payments equal to Executive’s total annual base salary under Section 4(a) of this Agreement as of the Fiscal Year in which the Termination Date occurs, to be paid over the course of one year in conformity with Company’s normal payroll periods and practices. If Executive’s employment is terminated pursuant to this Section 7(d) (either by Company without Cause or by Executive for Good Reason), all unvested options granted under Section 4(c) of this Agreement and any other equity grants held by Executive shall become immediately and fully vested. For purposes of this Agreement, Executive will have “Good Reason” to terminate this Agreement if Company (or any resulting or surviving entity in the event of a Change of Control as defined in Section 4(c) of this Agreement) (a) materially breaches this Agreement and, if subject to cure, fails to remedy any such breaches within thirty (30) days of receipt of a notice to cure; (b) removes Executive from his seat on Company’s Board; (c) takes any action which results in a diminution or adverse change in Executive’s title, position, or reporting responsibilities as of the Effective Date without Executive’s consent; or (c) in the event of a Change of Control as defined in Section 4(c) of this Agreement, fails to assume Company’s duties and obligations under this Agreement.
