Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following:
(a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and
(b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the Executive's annual base salary in effect as of the date of the Executive's resignation or termination (or, if greater, the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason) and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company and/or SSH for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and
(c) for a period of not less than one year following the Executive's date of resignation or termination, the Company shall reimburse the Executive for the reasonable expenses incurred by him in seeking employment with another employer including the fees of a reputable outplacement organization, up to a maximum of $25,000; and
(d) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans a...
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment...
Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "Severance Payment") in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.
Termination without Cause or Resignation with Good Reason. If, during the Employment Period, the Company terminates your employment without Cause (defined below) or you resign with Good Reason (defined below), in addition to the amounts described in Section 6(a), the Company will pay to you the following, subject to compliance with Section 6(b)(iii):
Termination without Cause or Resignation with Good Reason. In the event Executive's employment is involuntarily terminated by Company without Cause or by Executive's resignation with Good Reason during the Employment Period, Company shall (i) pay the Executive the payment described in Section 3(d)(ii), if any, (ii) continue to provide Executive the base salary described in Section 3 hereof for a period of one year from the date of termination and (iii) pay an annual bonus for the year in which the date of termination occurs at the time bonuses for such year are paid to executives generally, determined on the basis of performance factor one (or similar target performance level). Executive will be deemed to have "Good Reason" to resign in the event (A) a significant reduction in Executive's duties from those described in Section 2 above occurs, other than by reason of the Company becoming an affiliate of Parent and ceasing to be a public corporation as a result of the transactions contemplated by the Merger Agreement, or (B) a material breach by the Parent or Company of its obligations under Section 3 or 4 of this Agreement occurs, and such reduction or breach continues after written notice thereof and a reasonable opportunity to cure of not less than 30 days has been provided by the Executive to the Parent and Company.
Termination without Cause or Resignation with Good Reason. In the event the Executive’s employment with the Company is terminated during the Employment Term by the Company without Cause (as defined below), including a termination in connection with a sale of the Company, the Company shall pay the Executive any compensation, benefits (including accrued vacation) and expense reimbursement the Company owes to the Executive through the effective date of termination, including the payment of any Incentive Bonus pursuant to Section 3(b) that has been earned and not paid as of the effective date of the Executive’s termination (i.e., the effective date of termination occurs after December 31st of a given year and an Incentive Bonus pursuant to Section 3(b) has been earned for such year but has not been paid as of the effective date of the Executive’s termination) (collectively, the “Owed Obligations”). Additionally, and conditioned upon the Executive’s voluntary execution of a written release substantially to the form of Exhibit 5(a) (the “Release”) (to be drafted and provided by the Company within 10 days after termination of employment) within sixty (60) days of the Executive’s termination date that is not revoked before the expiration of such sixty (60) day period the Executive shall be entitled to receive continued payment of Base Salary (the “Severance Payments”) during the one (1) year following the Employment Term (“Severance Period”), subject to adjustment in accordance with Section 4(b)(i). If the Executive does not voluntarily execute the Release or the Release is deemed not to be effective within sixty (60) days of the date the Release is executed by the Executive, the Executive shall not be entitled to the Severance Payments.
Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following:
(a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and
(b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) the greater of two hundred thousand dollars ($200,000) or the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, and (ii) the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company for the most recent three years in which bonuses were paid to the Executive which occurred prior to the year in which the Executive's resignation or termination occurred; such payment to be made in a lump sum within 30 days following the date of Executive's resignation or termination; and
(c) the Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and
(d) with respect to any Awa...
Termination without Cause or Resignation with Good Reason. In the event the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment with Good Reason, the Company shall pay the following amounts to the Executive:
(a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; and
(b) subject to the execution and timely return by the Executive of a release of claims (the “Release”) within fifty (50) days following the date of the Executive’s termination of employment and subject to the provisions of Article III.C. below, the Company shall pay the Executive: (1) a lump-sum severance payment equal to the Executive’s Base Salary for one year, payable on the sixtieth (60th) day following the date of the Executive’s termination of employment, and (2) a prorated Annual Bonus for the year of termination payable at the same time as bonuses would otherwise be payable under the Company’s bonus plan as set forth in Article II.B., subject to the achievement of applicable performance goals of the Company (and of the individual, based upon prorated individual goals for the period prior to termination) for the performance period and the terms of Article IV shall remain in effect after such termination.
Termination without Cause or Resignation with Good Reason. If your employment or service relationship with the Company or its Affiliates is terminated by the Company other than for Cause (as defined below) or by you with Good Reason (as defined below), the Restricted Shares shall immediately become vested as of the date of such termination as to a portion of the Restricted Shares that would have otherwise vested on or before the first anniversary of the date of such termination if employee had remained continuously in the employ of, or a service provider to, the Company or its Affiliates.
Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following:
a. Employer will pay and provide your Accrued Compensation and Benefits;
b. Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment;
c. Employer will pay you a severance payment (the “Severance Payment”) as follows:
(i) Upon a termination of your employment without Cause at any time during the Employment Term or by you for Good Reason prior to the twenty-four month anniversary of the date of this Agreement: three (3) times the sum of: (A) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date.
(ii) Upon a termination of your employment for Good Reason during the period commencing on the twenty-four month anniversary and ending prior to the thirty-six month anniversary of the date of this Agreement: the sum of: (A) three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) two (2) times the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date.
(iii) Upon a termination of your employment for Good Reason during the period commencing on the thirty-six month anniversary and ending on the forty-eight month anniversary of the date of this Agreement: the sum of: (A) three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) one (1) times the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three ...
