The Termination Payment. Termination by the Employer of the Employment Period for Cause (as defined below), in which event the Employment Period shall terminate as of his last day of employment. In the event of the termination of the Employment Period pursuant to this Section 3(c), the Employer shall promptly pay to the Employee a lump sum in cash equal to the Accrued Obligations. For purposes of this Agreement, "Cause" means (i) any willful violation by the Employee of this Agreement or the Stockholders' Agreement that has a material adverse effect on the Employer or its affiliates; (ii) any willful engaging by the Employee, in the Employee's capacity as an employee of the Employer, in gross misconduct that has, or is intended to have, a material adverse effect on the Employer or its affiliates; or (iii) any conviction of the Employee of a felony or other serious crime involving moral turpitude; provided that any act or failure to act of the Employee shall not be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Employer.
The Termination Payment. For purposes of the Incentive Compensation Plan, the termination by the Employee of the Employment Period for Good Reason pursuant to this Section 3(e) shall be treated under the Incentive Compensation Plan as a termination of employment by the Employer without Cause. For purposes of this Agreement, "Good Reason" means (w) the assignment to the Employer of any duties or responsibilities which are materially inconsistent with the Employer's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated hereby, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities; (x) a significant reduction by the Employer in the compensation (including salary and bonuses) and/or benefits provided to the Employee hereunder; (y) any material breach or violation of any material provision of this Agreement or the Stockholders' Agreement by the Employer or JGD which is not cured promptly after receipt by the Employer or JGD of written notice from the Employee setting forth the specific breach or violation; or (z) the Employer's requiring the Employee to be based at any office or location outside of northern New Jersey.
The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 4 hereof, in lieu of any rights that Employee may have under any employment, change of control or other severance arrangement with the Company, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $456,300, representing 18 months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $33,952.86, representing eighteen times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
The Termination Payment. Subject to the terms of this Agreement, in consideration of the General Release provided in Section 3 hereof, in lieu of any rights which Employee may have under the GulfMark Offshore, Inc. Severance Benefits Policy, as amended October 23, 2009 (the “Severance Policy”) or the Change of Control Agreement between Employee and the Company, dated January 1, 2017, and provided that Employee remains in compliance with the terms of this Agreement, the Company will pay to Employee: (i) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $140,000, representing six months of Base Salary and (ii) a lump-sum amount, paid on the 60th day following the Separation Date, equal to $4,312.89, representing three times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for Employee under a group health plan of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), determined using the COBRA premium rate in effect for the level of coverage that Employee had in place immediately prior to the Separation Date (collectively, the “Termination Payment”). The Termination Payment will be made less applicable withholdings and deductions in accordance with the regular payroll practices of the Company.
The Termination Payment
