Termination Without Good Cause. This Agreement may be terminated by HealthCare at any time without Good Cause. In the event this Agreement is terminated without Good Cause by HealthCare, HealthCare shall pay to Employee on the effective date of such termination a lump sum equal to the salary due Employee for the balance of the term hereof. In addition, pursuant to Section 3.2 hereof, Employee is entitled to receive specified bonus payments during the term of this Agreement ("Bonuses"). In the event Employee's employment by Hearing Care is terminated without cause: (i) Prior to the end of the first 12-month period of the term hereof, Employee shall be entitled to receive a bonus for such period computed as set forth in Section 3.2 and shall be entitled to receive Bonuses during each of the second and third 12-month periods equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) or the Bonuses for such periods computed as provided in Section 3.2 hereof; (ii) After the first anniversary of the date hereof but prior to the second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or (iii) After the second anniversary of the date hereof but prior to the third anniversary, Employee shall be entitled to a Bonus for the third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall occur upon written notice to Employee, which notice shall specify the effective date of termination to be no less than 60 days from the date of Employee's receipt of the notice. Employee agrees to continue to render his normal and usual services consistent with this Agreement and his normal practice during the entire 60-day notice period, unless the period of rendition of such services is reduced or excused entirely by HealthCare. Employee shall not be required to seek other employment in order to mitigate damages suffered by Employee as a result of his termination without Good Cause. Employee shall suffer no reduction or set-off in payment made under this Section 6.5 due to other employment or compensation.
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Termination Without Good Cause. This Agreement may be terminated by HealthCare at any time without Good Cause. In the event this Agreement is terminated without Good Cause by HealthCare, HealthCare shall pay to Employee on the effective date of such termination a lump sum equal to the salary due Employee for the balance of the term hereof. In addition, pursuant to Section 3.2 hereof, Employee is entitled to receive specified bonus payments during the term of this Agreement ("Bonuses"). In the event Employee's employment by Hearing Care is terminated without cause:
(i) Prior Notwithstanding any other provision of this Agreement, the Company shall have the right to terminate the Executive's employment Without Good Cause pursuant to the end provisions of this Section 7.3. If the Company shall terminate the employment of the first 12-month period of Executive Without Good Cause effective on a date earlier than the term hereof, Employee shall be entitled to receive a bonus termination date provided for such period computed as set forth in Section 3.2 and shall be entitled to receive Bonuses during each of the second and third 12-month periods equal to the greater of 2 (x) the Bonus paid with respect to the first 12-month period or (y) or the Bonuses for such periods computed as provided in Section 3.2 hereof;
(ii) After the first anniversary of the date hereof but prior to the second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or
(iii) After the second anniversary of the date hereof but prior to the third anniversary, Employee shall be entitled to a Bonus for the third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall occur upon written notice to Employee, which notice shall specify the effective date of termination as so identified by the Company being referred to be no less herein as the "Accelerated Termination Date"), the Executive, shall receive a lump sum cash payment, subject to the six (6) month delay described in Section 12.11, equal to a sum of (1) the number of years (or fractions thereof) remaining in the then unexpired term of this Agreement or three, whichever is greater, multiplied by the sum of (A) the Base Salary and (B) the highest annual bonus amount received by Executive during the preceding three years or the minimum amount of any similar bonus or incentive plans or programs then in effect if greater than 60 days from foregoing in respect to the fiscal year during which the Executive's termination Without Good Cause occurs plus (C) any other cash or other bonus compensation earned prior to the date of Employeesuch termination pursuant to the terms of all incentive compensation plans then in effect other than any such plan relating to annual incentive cash bonuses or any similar bonus or incentive plans or programs then in effect; and (2) the additional payments necessary to discharge certain tax liabilities (the "Gross Ups"), as the term is defined in Section 11 of this Agreement, provided that, notwithstanding such termination of employment, the Executive's receipt covenants set forth in Section 9 are intended to and shall remain in full force and effect and provided further that in the event of such termination, the Company shall have the right (but not the obligation) to relieve the Executive, in whole or in part, of the notice. Employee agrees Executive's duties under this Agreement, or direct the Executive to continue to render his normal and usual services consistent with this Agreement and his normal practice during no longer perform such duties, or direct that the entire 60-day notice period, unless the period of rendition of such services is reduced or excused entirely by HealthCare. Employee shall not Executive no longer be required to seek other employment in order report to mitigate damages suffered by Employee as a result work, or any combination of his termination without Good Cause. Employee shall suffer no reduction or set-off in payment made under this Section 6.5 due to other employment or compensationthe foregoing.
Appears in 1 contract
Termination Without Good Cause. This Agreement may be terminated by HealthCare at (i) Notwithstanding any time without Good Cause. In other provision of this Agreement, the event this Agreement is terminated without Company shall have the right to terminate the Executive's employment Without Good Cause by HealthCare, HealthCare pursuant to the provisions of this Section 8(c). If the Company shall pay to Employee terminate the employment of the Executive Without Good Cause effective on a date earlier than the termination date provided for in Section 2 (with the effective date of such termination a lump sum equal as so identified by the Company being referred to herein as the salary due Employee for "Accelerated Termination Date"), the balance Executive, until the end of the term hereof. In addition, pursuant to Section 3.2 hereof, Employee is entitled to receive specified bonus payments during the term of this Agreement then in effect as provided for in Section 2 or until the date which is 12 months after the Accelerated Termination Date, whichever is greater, shall continue to receive (1) the Base Salary, paid in the same monthly on other periodic installments ad in effect prior to the Accelerated Termination Date (2) an amount equal to the target level of the annual cash bonus payable to the Executive under the Company's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (the "BonusesMICP Target Amount"). In ) in respect of the event Employeeyear during which the Executive's employment by Hearing Care is terminated without cause:
terminates or, if greater, the MICP Target Amount multiplied times the number of years (ior fractions thereof) Prior remaining in the then unexpired term of this Agreement, and (3) any other cash or other bonus compensation earned prior to the end date of such termination pursuant to the first 12-month period terms of all incentive compensation plans then in effect other than under the term hereofManagement Incentive as described on Exhibit A or any similar bonus or incentive plans or programs then in effect; provided that, Employee shall be entitled to receive a bonus for notwithstanding such period computed as termination of employment, the Executive's covenants set forth in Section 3.2 10 and Section 11 are intended to and shall be entitled remain in full force and effect and provided further that in the event of such termination, the Company shall have the right (but not the obligation) to receive Bonuses during each relieve the Executive, in whole or in part, of the second and third 12-month periods equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) or the Bonuses for such periods computed as provided in Section 3.2 hereof;
(ii) After the first anniversary of the date hereof but prior to the second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or
(iii) After the second anniversary of the date hereof but prior to the third anniversary, Employee shall be entitled to a Bonus for the third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall occur upon written notice to Employee, which notice shall specify the effective date of termination to be no less than 60 days from the date of EmployeeExecutive's receipt of the notice. Employee agrees to continue to render his normal and usual services consistent with this Agreement and his normal practice during the entire 60-day notice period, unless the period of rendition of such services is reduced or excused entirely by HealthCare. Employee shall not be required to seek other employment in order to mitigate damages suffered by Employee as a result of his termination without Good Cause. Employee shall suffer no reduction or set-off in payment made duties under this Section 6.5 due to other employment or compensation.this
Appears in 1 contract
Termination Without Good Cause. This Agreement may be terminated by HealthCare at At any time without Good Cause. In time, the event this Agreement is terminated without Good Cause by HealthCare, HealthCare Company shall pay have the right to Employee on the effective date of such termination a lump sum equal to the salary due Employee for the balance of the term hereof. In addition, pursuant to Section 3.2 hereof, Employee is entitled to receive specified bonus payments during the term of this Agreement ("Bonuses"). In the event terminate Employee's employment hereunder by Hearing Care is terminated without cause:
(i) Prior to the end of the first 12-month period of the term hereof, Employee shall be entitled to receive a bonus for such period computed as set forth in Section 3.2 and shall be entitled to receive Bonuses during each of the second and third 12-month periods equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) or the Bonuses for such periods computed as provided in Section 3.2 hereof;
(ii) After the first anniversary of the date hereof but prior to the second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or
(iii) After the second anniversary of the date hereof but prior to the third anniversary, Employee shall be entitled to a Bonus for the third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall occur upon written notice to Employee. Upon any termination pursuant to this Section 6(e) (that is not a termination under any of Sections 6(a), which notice (b) or (c)), the Company shall specify (i) pay to Employee any unpaid base salary through the effective date of termination specified in such notice; (ii) pay to be no less than 60 days from Employee the accrued but unpaid incentive compensation, if any, for the bonus period ending on or before the date of the termination of Employee's receipt employment with the Company; (iii) continue to pay Employee's base salary through the expiration of the notice. Employee agrees Term (which shall be the Term in effect on the date of termination of Employee's employment with the Company, without regard to any potential future extensions of such Term pursuant to Section 1), or, if the date of termination is prior to any extension of the Term pursuant to Section 1, through the end of the amount period under Section 2.01(c) of the Stock Purchase Agreement, in each case in the manner and at such times as the base salary would have been payable to Employee; and (iv) continue to render his normal provide Employee with health insurance and usual services consistent life insurance (the "Benefits") through the expiration of the Term (which shall be the Term in effect on the date of termination of Employee's employment with the Company, without regard to any potential future extensions of such Term pursuant to Section 1), or, if the date of termination is prior to any extension of the Term pursuant to Section 1, through the end of the amount period under Section 2.01 (c) of the Stock Purchase Agreement, in the manner and at such times as the Benefits would have been payable to Employee. In the event that the Company is unable to provide Employee with the Benefits required hereunder by reason of the termination of Employee's employment pursuant to this Agreement and his normal practice during Section 6(e), then the entire 60-day notice period, unless Company shall pay Employee cash equal to the value of the Benefits (based upon the cost to Employee to obtain comparable benefits at standard rates) that otherwise would have accrued for Employee's benefit under the plan for the period during which such Benefits could not be provided under the plans, such cash payments to be made over the Tenn (which shall be the Term in effect on the date of rendition termination of Employee's employment with the Company, without regard to any potential future extensions of such services is reduced or excused entirely by HealthCareTerm pursuant to Section 1). The Company's good faith determination of the value of any Benefits that would have accrued under any plan shall be binding and conclusive on Employee. Vesting of any unvested stock option granted to Employee shall not be required accelerated and become immediately vested, subject to seek exercise prior to the termination of the stock option in accordance with the Stock Option Plan. The Company shall have no further liability hereunder (other employment in order than for reimbursement for reasonable business expenses incurred prior to mitigate damages suffered by Employee as a result the date of his termination without Good Cause. Employee shall suffer no reduction or set-off in payment made under this termination, subject, however, to the provisions of Section 6.5 due 4) to other employment or compensationEmployee.
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Termination Without Good Cause. This Agreement may be terminated by HealthCare at any time Employer shall have the right to terminate Employee’s employment without Good Cause. In the event this Agreement is terminated If Employer terminates Employee’s employment without Good Cause by HealthCare, HealthCare Cause:
(a) Employer shall pay to Employee on his base salary prorated through the effective date of such termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination;
(b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the salary due Employee rate in effect at the time of termination) plus a pro-rata share of any bonus earned for the balance year of termination;
(c) Notwithstanding Section 3.4, the term hereofaward agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that, in the event Employee’s employment is terminated by Employer without Good Cause, the Granted Stock and Options will continue to vest for a period of twelve (12) months following the date of termination. In addition, pursuant the Option Agreements for the Options shall provide, subject to Section 3.2 hereofapproval by the Board, Employee is entitled to receive specified bonus payments during that, notwithstanding any contrary provisions in the term of this Agreement ("Bonuses"). In Plan, in the event Employee's ’s employment by Hearing Care is terminated by Employer without causeGood Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:
lan, may be exercised within twenty-four (i24) Prior months after such termination date, or on or prior to the end of Option Expeiration Date (as specified and defined in the first 12-month period of respective Stock Option Grant Notices for the term hereofOptions), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee shall be entitled to receive must have executed and not revoked a bonus for such period computed as set forth full and complete general release of any and all claims against Employer and related persons and entities in Section 3.2 and shall be entitled to receive Bonuses during each of the second and third 12-month periods equal standard form then used by Employer (“Release”), prior to the greater applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (x) the Bonus paid as opposed to some other status with respect to the first 12-month period or (y) or the Bonuses for Employer, such periods computed as provided in Section 3.2 hereof;
(ii) After the first anniversary of the date hereof but prior to the second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or
(iii) After the second anniversary of the date hereof but prior to the third anniversary, Employee shall be entitled to a Bonus for the third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall occur upon written notice to Employee, which notice shall specify the effective date of termination to be no less than 60 days from the date of Employee's receipt of the notice. Employee agrees to continue to render his normal and usual services consistent with this Agreement and his normal practice during the entire 60-day notice period, unless the period of rendition of such services is reduced or excused entirely by HealthCare. Employee shall not be required to seek other employment in order to mitigate damages suffered by Employee as a result shareholder or holder of his termination without Good Causea stock option). Employee shall suffer no reduction or set-off in payment made under this Section 6.5 due to other employment or compensation.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement
Appears in 1 contract
Sources: Employment Agreement (Catasys, Inc.)