Without Cause, Death or Disability. If the Executive's employment is terminated by the Company without Cause or by reason of death or disability, then the Company shall pay the Executive the amounts and provide the Executive the benefits as follows:
(i) The Company shall pay to the Executive as severance, an amount in cash equal to double the sum of (i) the Executive's Base Salary, and (ii) the annual Bonus (if any) earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year ending immediately prior to the fiscal year in which the termination occurs, such cash amount to be paid to the Executive ratably monthly in arrears over the Non-Competition Period (as defined below).
(ii) For the greater of (i) the 24-month period immediately following such termination or (ii) the remainder of the Term, the Company shall arrange to provide the Executive and his dependents the additional benefits specified in Section 3(c). Benefits otherwise receivable by the Executive pursuant to this Section 5(b)(ii) shall cease immediately upon the discovery by the Company of the Executive's breach of the covenants contained in Section 6 or 7 hereof.
(iii) The Executive's accrued vacation (determined in accordance with Company policy) at the time of termination shall be paid as soon as reasonably practicable.
(iv) Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed.
(v) If the Executive's employment with the Company terminates during the Term, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 5.
Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause (including for this purpose a termination of employment resulting from Employer’s timely notice of non-renewal of the Term for any year so long as Executive was both willing to renew the Term and able to continue providing services) that does not occur within twelve (12) months after a Change of Control (as defined in Section 6.2 below), Employer will pay severance compensation (“Severance Pay”) to Executive equal to Executive’s Base Salary at the rate in effect on the termination date for a period of eighteen (18) months. If Executive’s employment is terminated by Employer as a result of Executive’s disability, or if termination occurs as a result of Executive’s death, irrespective of whether there has been a Change of Control (as defined below) prior to such termination, then Executive’s Severance Pay shall also be equal to Executive’s Base Salary then in effect for a period of eighteen (18) months. No Severance Pay will be paid, however, until Executive has executed, with all applicable revocation periods having expired, a separation and release agreement in favor of Employer, Company and their respective affiliates that is reasonably satisfactory to Employer and Company (“Release”). The parties agree that a Release shall be executed not more than forty-five (45) days after the termination of Executive’s employment.
(a) Upon termination of Executive’s employment on account of death, Severance Pay will be payable in a lump sum sixty (60) days after the termination of Executive’s employment, subject to all appropriate deductions and withholdings and, notwithstanding any other requirements of this Agreement, a Release signed by Executive is not required prior to such lump sum payment.
(b) Upon any other termination of Executive’s employment by Employer without Cause not following a Change of Control (as defined below) or a termination by Employer for disability not following a Change of Control, Severance Pay will be payable, subject to Section 4.4(f) of this Agreement, in equal installments on Employer’s regular payroll dates over the twelve (12) month period following Executive’s execution of a Release, subject to all appropriate deductions and withholdings. However, the first payment shall be made on the date sixty (60) days after termination of employment (or the earliest date ...
Without Cause, Death or Disability. Employer may terminate Executive’s employment under this Agreement without Cause and without advance notice; provided, however, that if the termination by Employer without Cause is prior to expiration of the original term, or if Executive’s employment is terminated by his death or disability, Employer will continue to pay, as severance pay, Executive’s Base Salary at the rate in effect on the termination date through expiration of the original term or for 18 months, whichever is a longer period of time.
(a) Such payments will be at usual and customary pay intervals of Employer and will be subject to all appropriate deductions and withholdings. Upon termination of Executive without Cause or for death or disability, all unvested benefits (whether equity or cash benefits and bonuses) previously granted to the Executive will vest immediately upon such termination.
(b) For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for an aggregate of 90 days during any period of 180 consecutive days, or such longer period as may be required under applicable law.
Without Cause, Death or Disability. In the event that the Company terminates Employee’s employment other than for Cause, the Company shall provide Employee with the following:
Without Cause, Death or Disability. In the event that the Company shall terminate Executive without Cause after Executive has been employed by the Company for a period of at least twelve months, or upon the death or Disability of Executive, the Company shall be obligated to continue to pay full Base Compensation and benefits to Executive for a period of six (6) months after the date of termination as if Executive had not been so terminated.
Without Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment Without Cause or due to death or Disability, then the Company will provide the Employee with the following severance payments and/or benefits:
(i) The Company shall pay to the Employee a lump sum in the amount of the Employee’s accrued but unpaid Annual Base Salary through the Termination Date (“Accrued Obligations”);
(ii) To the extent the Employee and, if applicable, members of his family participate in any medical, prescription drug, dental, vision or other “group health plan” of the Company immediately prior to the Termination Date, the Company shall pay to the Employee a lump sum in the amount equal to twenty-four (24) times the monthly premium cost to the Employee of continued coverage for the Employee and, if applicable, members of his family that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended;
(iii) The Company shall pay to the Employee a lump sum in an amount equal to 1.5 times his Annual Base Salary within six (6) months following termination but not later than March 14 of the calendar year following termination; and
(iv) The Company shall pay to the Employee a lump sum amount equal to the Bonus the Employee would have received had he remained employed by the Company through the end of the fiscal year in which the termination occurred, pro rated for the number of days the Employee was employed by the Company during such fiscal year, to be paid at the same time that similar bonuses are paid to the Company’s other employees.
Without Cause, Death or Disability. If the Grantee’s employment or service with the Company and its subsidiaries terminates due to termination by the Company or such subsidiary without Cause or due to the Grantee’s death or Disability, then as of the date of such termination, all Time Vesting Special Profits Interests shall vest and all Performance Vesting Special Profits Interests shall continue to be subject to vesting in accordance with paragraphs (c) and (d)(i) of this Section 2.3
Without Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment Without Cause or due to death or Disability, then the Company will provide the Executive with the following severance payments and/or benefits:
(i) The Company shall pay to the Executive a lump sum in the amount of the Executive’s accrued but unpaid Annual Base Salary through the Termination Date (“Accrued Obligations”);
(ii) The Company shall continue to pay the Executive his Annual Base Salary in accordance with customary payroll practices until the first anniversary of the Termination Date;
(iii) The Company shall pay to the Executive a lump sum amount equal to the Bonus the Executive would have received had he remained employed by the Company through the end of the fiscal year in which the termination occurred, pro rated for the number of days Executive was employed by the Company during such fiscal year, to be paid at the same time that similar bonuses are paid to the Company’s other employees; and
(iv) The Executive, if applicable, and members of his family shall be entitled to continue their participation in the Company Entities’ welfare and benefit plans until the first anniversary of the Termination Date.
Without Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment Without Cause or due to death or Disability, then the Company will provide the Employee with the following severance payments and/or benefits:
(i) The Company shall pay to the Employee a lump sum in the amount of the Employee’s accrued but unpaid Annual Base Salary through the Termination Date (“Accrued Obligations”);
(ii) The Employee, if applicable, and members of his family shall be entitled to continue their participation in the Company Entities’ welfare and benefit plans until the Termination Date;
(iii) The Company shall pay to the Employee a lump sum in the amount of his Annual Base Salary within six months following termination but not later than March 14 of the calendar year following termination; and
(iv) The Company shall pay to the Employee a lump sum amount equal to the Bonus the Employee would have received had he remained employed by the Company through the end of the fiscal year in which the termination occurred, pro rated for the number of days Employee was employed by the Company during such fiscal year, to be paid at the same time that similar bonuses are paid to the Company’s other employees.
Without Cause, Death or Disability. (A) This Agreement may be terminated by the Company at any time, for any reason, on thirty (30) days written notice to St. Germain specifying the date of termination.
(B) This Agreement shall automatically terminate upon St. Germain's death or disability.
