Upon Termination by the Sample Clauses
Upon Termination by the. COMPANY OR RESIGNATION BY THE EXECUTIVE, FOLLOWING A CHANGE IN CONTROL OF THE COMPANY. If Executive's employment is terminated by the Company following a Change in Control of the Company, or resignation from the Company by the Executive within the first ninety (90) days following a Change in Control, the Company shall:
(a) pay Executive the Accrued Base Salary;
(b) pay Executive the Accrued Vacation Payment;
(c) reimburse Executive the Accrued Reimbursable Expenses;
(d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law;
(e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid;
(f) in the event of a Change in Control of the Company, Executive shall be entitled to receive payment representing 4 years of salary and bonus, calculated at the minimum level, with an agreed minimum payment of at least one million dollars ($1,000,000);
(g) maintain in full force and effect, for Executive's and his eligible beneficiaries continued benefit, all of the General Benefits, for a period of 24 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefit, Executive receives the substantial equivalent of such General Benefit as a result of his employment with another employer after his termination date. If Executive's continued participation in any General Benefit is not permitted under the terms of the plan, program or arrangement under which the General Benefit was provided to the Executive by the Company, the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; and
(h) Executive shall have the right to exercise all unexercised stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued, including the provisions of Section 2.3(c).
Upon Termination by the. Company Without Cause or by the Executive for Good Reason Following a Change of Control. If, following a Change of Control, the Executives employment is terminated by the Company or by the Executive for Good Reason, the Company shall:
(a) pay the Executive the Annual Base salary;
(b) pay the Executive the Accrued Reimbursable Expenses;
(c) pay the Executive the Accrued Benefits, including that described in Section 5.3(g), above;
(d) pay the Executive the Accrued Bonus;
(e) pay the Executive a lump sum payment on or prior to the thirtieth (30th) day following the Date of Termination in an amount equal to the lessor of (i) 2.99 times the sum of (x) the Executive's Base Salary in effect immediately prior to the time such termination occurs; and (y) the Lump Sum Bonus Payment, and (ii) an amount, the present value of which shall not exceed 2.99 times the Executive's "base amount," as such term is defined in Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder; and
(f) accelerate the vesting of a unexercised and unexpired stock options granted to the Executive and allow the Executive the right to exercise in full, within twelve (12) months from the Date of Termination, any such outstanding options in accordance with the terms (except the vesting terms with respect to accelerated options) of the plans and/or agreements pursuant to which such options were issued.
Upon Termination by the. Company Without Cause or by the Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason the Company shall:
(a) pay the Executive the Accrued Based Salary;
(b) pay the Executive the Accrued Reimbursable Expenses;
(c) pay the Executive the Accrued Benefits;
(d) pay the Executive the Accrued Bonus;
(e) pay the Executive his Base Salary, as and when the same would have been paid to the Executive pursuant to Section 3.1 had the termination not occurred, until the expiration of a period equal to the earlier of (i) one (1) year or (ii) the Initial Term;
(f) pay the Executive on or prior to the thirtieth (30th) day following the Date of Termination a lump sum payment equal to the average of all annual performance bonuses paid to the Executive for the three (3) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than three (3), the average of the two (2) and if less than two (2), the amount of his single Annual Bonus) ("Lump Sum Bonus Payment");
(g) maintain in full force and effect, for the continued benefit of the Executive and his eligible beneficiaries, until the first to occur of (i) his attainment of comparable benefits upon alternative employment or (ii) twelve (12) months following the termination date, the employee benefits pursuant to Company-sponsored benefit plans, programs or other arrangements in which the Executive was entitled to participate immediately prior to such
(h) allow the Executive the right to exercise in full all unvested stock options granted to him in accordance with the terms of the Stock Option Plan (except the vesting terms with respect to the accelerated options) referred to in the Letter of Intent dated October 10, 1995, as amended among Catt▇▇▇▇▇ ▇▇▇tners Corporation, Oak Investment Partners and Paul ▇. ▇▇▇▇▇▇▇; ▇▇d
(i) grant the Executive the Right of First Refusal.
Upon Termination by the. Company for Cause or Performance Reasons, or by reason of