Termination Without Cause or Constructive Termination. If your employment is terminated involuntarily without Cause (as defined in Section 3(a), below) or in the event of your “Constructive Termination” (as defined in Section 3(c) below) and you are subject to a “Separation” under Section 409A (as defined in Section 4 below):
(A) you will receive payment for any earned and unpaid salary as of the date of your termination of employment; and,
(B) in the event you execute and do not revoke the general release of claims (“Release”), in the form attached hereto as Attachment B, you will be offered the Separation Compensation (as defined in Section 2, below). Subject to the terms of Section 7 below, You will not be entitled to or offered any form of additional severance pay or benefits other than the Separation Compensation (e.g., you will not be entitled to pay or benefits under any employee severance plan that is generally applicable to employees).
Termination Without Cause or Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this paragraph 9(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible.
(ii) In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, the Executive shall be entitled to:
(A) Base Salary through the date of termination of the Executive's employment;
(B) Base Salary, at the monthly rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then the Base Salary in effect immediately prior to such reduction), payable each month for an additional thirty six (36) months following such termination (the "Severance Period").
(C) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination;
(D) an amount equal to one-twelfth (1/12) of the Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period;
(E) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs;
(F) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse;
(G) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the date of termination or (b) the full original term of the option (notwithstanding any contrary provision of any plan or agr...
Termination Without Cause or Constructive Termination. The provisions of this Section 7(c) shall apply following any termination of the Executive which is either (i) without “Cause” (as defined below); or (ii) a “Constructive Termination” (as defined below). Notwithstanding anything to the contrary in this Section 7(c), and subject to Sections 7(f) and 21 and the Executive's continued compliance with Sections 10 and 11, in the event that the Executive’s employment is terminated, at any time, and such termination is either (i) without Cause; or (ii) a Constructive Termination:
Termination Without Cause or Constructive Termination. The provisions of this section 8c shall apply following any termination of Executive which is either (i) without “Cause” (as defined below); or (ii) a “Constructive Termination” (as defined below) notwithstanding any provision otherwise in any stock option agreement between the Company and the Executive which provides for the grant to Executive of the right to purchase shares of stock of the Company. In the event that Executive’s employment is terminated, at any time, and such termination is either (i) without Cause; or (ii) a Constructive Termination:
Termination Without Cause or Constructive Termination. For and in consideration of your covenants set forth in paragraphs 5 through 9 of this Agreement, the Company agrees that if, during the Employment Period, the Company shall terminate your employment without Cause, or should you terminate your employment because of Constructive Termination, then in either of such events, the Company shall pay you as follows: (A) all of the unpaid “Post-Closing Payments” referred to in Section 2.2 (b) of the Purchase Agreement, which shall be deemed to be immediately due and payable in full (to Your Trust); and (B) a series of monthly payments for the months remaining in the Employment Period following such termination until the Scheduled Expiration Date, each such monthly payment to be paid periodically in accordance with the Company’s regular payroll practices (but no less frequently than monthly) and to be equal to one-twelfth (1/12th) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period; and (C) (1) if such termination occurs prior to December 31, 2007, the greater of (I) the Earnout Payment for the First Calculation Period, the Second Calculation Period, the Third Calculation Period and the Fourth Calculation Period (together, hereinafter referred to as the “Calculation Periods”), or (II) a “Minimum Cash Payment of Seven Hundred Fifty Thousand Dollars ($750,000); (2) if such termination occurs prior to December 31, 2008, but after December 3 1, 2007, the greater of (I) the Earnout Payment for the Second Calculation Period, the Third Calculation Period and the Fourth Calculation Period, or (II) a “Minimum Cash Payment” of Six Hundred Thousand Dollars ($600,000); (3) if such termination occurs prior to December 31, 2009, but after December 31, 2008, the greater of (I) the Earnout Payment for the Third Calculation Period and the Fourth Calculation Period, or (II) a “Minimum Cash Payment” of Four Hundred Fifty Thousand Dollars ($450,000); and (4) if such termination occurs prior to June 30, 2010, but after December 31, 2009, the greater of (I) the Earnout Payment for the Fourth Calculation Period, or (II) a “Minimum Cash Payment” of One Hundred Fifty Thousand Dollars ($150,000). All of the unpaid “Post-Closing Payments” referred to in Section 2.2 (b) of the Purchase Agreement, and the applicable “Minimum Cash Payment” referred to above, shall be due and payable by the Company to you within thirty (30) days from and after the date of the termination without Cause or Construct...
Termination Without Cause or Constructive Termination. In the event of your Termination without Cause or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company on the Company’s standard form of release (the “Release”) and satisfy all conditions to make the Release effective within thirty (30) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, (ii) continued payment of your then-current Base Salary for a period of twelve (12) months following the date of your termination in accordance with the Company’s standard payroll schedule, with the first installment payable on the Company’s first customary payroll date that occurs more than thirty (30) days following your date of termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Employee in the twelve (12) months following your termination of employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first business day after the 60th day following your termination of employment.
Termination Without Cause or Constructive Termination without Cause after February 1, 2001. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, in either case after February 1, 2001, the Executive shall be entitled to the following benefits:
(i) Base Salary through the date of termination;
(ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination;
(iii) a Pro Rata annual incentive award for the year in which termination occurs;
(iv) an annual incentive award at target for a period of 24 months following the date of termination; payable when such awards are made to other senior executives;
(v) if the termination is prior to the Executive’s 55th birthday, exercisable options shall remain exercisable for three months, if the termination is on or after the Executive’s 55th birthday, exercisable options shall remain exercisable through the end of the originally scheduled term;
(vi) unvested restricted stock is forfeited;
(vii) any other long-term incentives shall be payable in accordance with the plans;
(viii) SRB benefits in accordance with Section 9; and
(ix) continued participation in the Executive Health Care Plan and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment until the earlier of 24 months following termination of employment or the date, or dates, he obtains coverage under the plans of another employer.
Termination Without Cause or Constructive Termination. If your employment is terminated involuntarily without Cause (as defined in Section 3(a), below) or in the event of your “Constructive Termination” (as defined in Section 3(c) below) and you are subject to a “Separation” under Section 409A (as defined in Section 4 below):
(A) you will receive payment for any earned and unpaid salary as of the date of your termination of employment; and,
(B) in the event you execute and do not revoke the general release of claims (“Release”), in the form attached hereto as Attachment B, you will be offered the Separation Compensation (as defined in Section 2, below); provided, however, that the Release will not waive or release (i) any rights or claims you may have for indemnification, and/or contribution, advancement or payment of related expenses pursuant to any written agreement with the Company, the Company’s Bylaws or other organizing documents, and/or under applicable law; (ii) any rights that are not waivable as a matter of law; (iii) any rights to any vested benefits under any stock, compensation or other employee benefit plan or agreement with the Company; (iv) any rights you may have to any insurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (v) any rights you may have as a shareholder of the Company, if applicable; and (vi) any claims arising from events after the date you sign the Release. Subject to the terms of Section 7 below, you will not be entitled to or offered any form of additional severance pay or benefits other than the Separation Compensation (e.g., you will not be entitled to pay or benefits under any employee severance plan that is generally applicable to employees).
Termination Without Cause or Constructive Termination. If your employment is terminated involuntarily without Cause (as defined in Section 3(a), below) or in the event of your “Constructive Termination” (as defined in Section 3(c) below):
(A) you will receive payment for any earned and unpaid salary as of the date of your termination of employment; and,
(B) in the event you execute and do not revoke a separation agreement, including a general release of claims (“Release”), to be drafted by the Company, you will be offered the Separation Compensation (as defined in Section 2, below). You will not be entitled to or offered any form of additional severance pay or benefits other than the Separation Compensation (e.g., you will not be entitled to pay or benefits under any employee severance plan that is generally applicable to employees).
Termination Without Cause or Constructive Termination. (i) In the event that during the Term of this Agreement (A) either PWG or PWI terminates the Executive's employment without Cause, other than due to Disability, or (B) there is a Constructive Termination, the Executive shall thereupon be entitled to (x) a lump sum payment equal to the present value of:
(aa) base salary until the end of the Term of this Agreement at the rate in effect immediately prior to the termination of employment;
(bb) a bonus for the year of termination and bonuses for each year until the end of the Term of this Agreement, at an annualized rate equal to the average of the bonuses awarded to him with respect to the three years preceding the year in which termination occurs; and
(cc) any bonus awarded but not yet paid (including deferred bonus); and (y) such rights to compensation, benefits and reimbursements as may be provided in applicable plans, programs and policies of PWG or PWI, including without limitation restricted stock as provided in Section 5, stock options and other stock based awards as provided in Section 6 and interests in PW Partners L.P. and PW Partners Dedicated L.P. as provided in Section 7, as well as applicable employee benefit plans and programs as provided in Section 8. To the extent that, because of his termination under this Section 10(c), the Executive is ineligible for continued employee benefit coverage under the employee benefit programs as provided in Section 8, PWI shall provide him with the economic equivalent thereof
