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):
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.
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. 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, except as otherwise noted below, in the event that the Executive's employment is terminated 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 fifty (50) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, payable on the date of your termination, (ii) continued payment of your then-current Base Salary for a period of six (6) 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 on the sixtieth (60th) day 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 six (6) 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. (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:
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:
Termination Without Cause or Constructive Termination. In the event the Executive's employment is terminated without Cause, other than due to Disability or death, or in the event there is a Constructive Termination, then, provided the Executive shall have executed the Employment Release, the Executive shall be entitled to:
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)
