Termination without Cause or by the Executive for Good Reason. Upon the termination of the employment of Executive Without Cause by the Company or by the Executive for Good Reason, the Company shall pay or provide to the Executive:
Termination without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment for any reason other than “for Cause,” or if the Executive terminates his employment with the Company for "Good Reason" (as defined below in clause (e) and subject to the Company's right to cure as also provided in such clause (e)), then provided that Executive signs a release of claims in a form provided by the Company, within 30 days after the date of termination, and the release becomes effective and irrevocable in accordance with its terms, then (i) the Company shall continue to pay, or cause to be paid, to the Executive his Base Salary for the twelve month period commencing on the date of termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 40 calendar days after the date of termination being paid in a lump sum (without interest) on the 40th day after the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination (the “Severance Payment”). Such Severance Payment together with claims for earned but unpaid compensation and benefits shall be the sole and exclusive contractual remedy (specifically including all claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However, nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.
Termination without Cause or by the Executive for Good Reason. Upon 10 days prior written notice to the Executive, the Company may terminate the Executive's employment hereunder without Cause. Upon 10 days prior written notice to the Company, the Executive may terminate his employment hereunder with the Company for Good Reason. The Executive may also terminate his employment for any reason within the 30 day period commencing on the first anniversary of a Change in Control and such termination shall be treated for purposes of this Agreement as a termination by the Executive for Good Reason. In any such event, the Executive shall be entitled to: (a) an amount equal to two times the Executive's Base Salary (as set forth in Section 5.1 of this Agreement) as of the date of termination, payable in one lump sum upon the date of termination; (b) an amount equal to two times the average of the Bonus amounts paid for the prior three year period, such sum to be payable in equal installments in accordance with the Company's usual payroll practices over a period of two years following the date of termination; provided, however, that if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time following a Change in Control, or for any reason within the 30-day period commencing on the first anniversary of a Change in Control, such amount shall be payable in one lump sum upon the date of termination; and provided further, however, that the Executive shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive for Good Reason (1) if the Executive reasonably demonstrates that the Executive's employment was terminated prior to a Change in Control without Cause (i) at the request of an individual, entity or group who has entered into an agreement with the Company, the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) (a "Person") or (ii) otherwise in connection with, as a result of or in anticipation of a Change in Control, or (2) if the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (i) at the request of such Person or (ii) otherwise in connection with, as a result of or in anticipation of a Change in Control; (c) continuation of benefits under the Welfare Plans in effect as of ...
Termination without Cause or by the Executive for Good Reason. If Employer terminates the Executive's employment without cause or the Executive terminates his employment for good reason, the Employer will pay the Executive (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective, and for the remainder of this Agreement or six months, whichever is greater, (ii) that portion of the Executive's Incentive Compensation, if any, for the Fiscal Year during which the termination is effective, prorated through the date of termination, as described in Section 5.5(f), (iii) accrued vacation through the date of termination, and (iv) Incentive Compensation accrued and unpaid from the previous Fiscal Year, if any.
Termination without Cause or by the Executive for Good Reason. If Employer terminates the Executive’s employment without cause or the Executive terminates his employment for Good Reason, the Employer will pay the Executive (i) the Executive’s Salary for the remainder, if any, of the calendar month in which such termination is effective, and for an additional 12-month period, (ii) 100% of the Executive’s Incentive Compensation for the Fiscal Year during which the termination is effective and calculated assuming that 100% of the targets under such bonus plans are achieved, (iii) accrued vacation through the date of termination, and (iv) Incentive Compensation accrued and unpaid from the previous Fiscal Year, if any. In no event will payments under (i) and (ii), above extend beyond 2-1/2 months following the close of the calendar year in which termination under this paragraph occurs, and payments will be accelerated, if necessary, to prevent such 2-1/2 month period to be exceeded.
Termination without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment for any reason other than “for Cause,” the Severance Payment under this Agreement (as defined below in this clause (d)) will be payable to the Executive. If, after 30 days prior written notice to the Company, the Executive terminates his employment with the Company for “Good Reason” (as defined below in clause (e) and subject to the Company’s right to cure as also provided in such clause (e)), Severance Payment under this Agreement will be payable to the Executive. In either such event, the following terms and conditions shall apply. Executive shall receive, in each case paid in accordance with the Company’s standard payroll practices and referred to herein as the “Severance Payment”, twelve (12) months of salary at an annual base salary of two hundred eighty thousand dollars ($280,000). Such Severance Payment shall be the sole and exclusive contractual remedy (specifically including all claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.
Termination without Cause or by the Executive for Good Reason. If the Executive’s employment with the Company is terminated prior to the end of the term under Section 1.3(a), by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive, as salary continuation, payments equal to three months’ Annual Salary. The payment described in this subsection, along with the vesting features of the Executive’s equity awards as set forth in Executive’s stock award agreements, are the only severance or other payment or payment in lieu of notice that the Executive will be entitled to receive under this Agreement (other than payments due under Section 1.3(d)). Any right of the Executive to payment pursuant to this subsection 1.3(c) shall be contingent on Executive signing a standard form of release agreement with the Company.
Termination without Cause or by the Executive for Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled to: (A) receive salary continuation (i.e., not a lump sum payment) and to reimbursement of continued health insurance costs under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) through the end of the then-current Term, plus one year following the end of the Term, (B) receive the quarterly Bonuses in respect of the remainder of the Term, provided that the amount of each such Bonus shall be equal to the last Bonus paid or payable to the Executive prior to termination, along with payment of any unpaid expense reports for expenses incurred in connection with his employment and (C) full, immediate acceleration of the vesting of all unvested Options. The payments described in this subsection, along with the vesting of the Executive’s equity awards as set forth herein and in Executive’s equity incentive agreements, are the only severance or other payment or payment in lieu of notice that the Executive will be entitled to receive under this Agreement (other than any Accrued Benefits). Any right of the Executive to payment pursuant to this subsection 1.3(c) shall be contingent on Executive signing a standard form of release agreement with the Company.
Termination without Cause or by the Executive for Good Reason. If the Executive’s employment with the Company is terminated prior to the end of the term under Section 1.3(a), by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled (i) to a minimum of 90 days’ from written notice of such termination to the effectiveness of such termination, during which time the Company will use commercially reasonable efforts to rectify any circumstance constituting Good Reason and (ii) to receive salary continuation and to reimbursement of continued health insurance costs under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for six months from the end of the Term. The payment described in this subsection, along with the vesting features of the Executive’s equity awards as set forth in Executive’s equity incentive agreements, are the only severance or other payment or payment in lieu of notice that the Executive will be entitled to receive under this Agreement. Any right of the Executive to payment pursuant to this subsection 1.3(c) shall be contingent on Executive signing a standard form of release agreement with the Company.
Termination without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment for any reason other than “for Cause,” or if the Executive terminates his employment with the Company for “Good Reason” (as defined below in clause (d) and subject to the Company’s right to cure as also provided in such clause (d)), then provided that Executive signs a release of any employment related claims in a form provided by the Company within the later of 30 days after the date of termination or receipt of such release, and the release becoming effective and irrevocable in accordance with its terms, then (i) the Company shall continue to pay, or cause to be paid, to the Executive his Base Salary for the six month period commencing on the date of termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 40 calendar days after the date of termination being paid in a lump sum (without interest) on the 40th day after the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination, and (ii) the Company shall pay to Executive a pro-rated Division Bonus and New Content Bonus earned up until the date of termination; and a portion of the Segment Bonus equal to (x) 33% of the Segment Bonus that would have been earned for the Performance Bonus Period if the termination occurs after December 25, 2012, (y) 66% of the Segment Bonus that would have been earned for the Performance Bonus Period if the termination occurs after March 25, 2013, and (z) 100% of the Segment Bonus that would have been earned for the Performance Bonus Period if the termination occurs after June 25, 2013, which pro-rated bonuses shall be paid on the 40th day after the date of termination (clauses (c)(i) and (ii) are collectively, the “Severance Payment”). Such Severance Payment shall be the sole and exclusive contractual remedy (specifically including all other claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.
