Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following:
(i) the Accrued Obligations;
(ii) payment of the Executive’s then-existing Base Salary over a period of six (6) following the termination date, subject to ordinary withholdings in accordance with the Company’s standard payroll practices; and
(iii) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount ...
Without Cause or by Executive for Good Reason. In the event that prior to the expiration of the Term, but following or in connection with, as a result of or in anticipation of, a Change of Control or Potential Change of Control, the Executive’s employment is terminated (i) by the Company without Cause, pursuant to Section 7(d), or (ii) by the Executive for Good Reason, pursuant to Section 7(c), then the Company shall pay the Executive, as severance, in a lump sum payable on the 30th day after the date of termination, the sum of (x) all amounts of Salary accrued, but unpaid, at the date of termination, (y) all amounts of Salary for the entirety of the portion of the Term which remains after the date of termination, and (z) an amount equal to six months’ Salary (provided, however, that the amount provided in subparagraph (z) shall be reduced proportionately to the extent and for such length of time the Executive elects to remain employed after a Change of Control), in addition to the portion, if any, of Executive’s Salary that is accrued but unpaid as of the date of termination, any unpaid expense reimbursements or unpaid vested benefit payments accrued as of the date of termination and such benefits as the Company is obligated by law to extend to Executive, if any. In addition to the foregoing, in the event of a termination of employment pursuant to this Section 9(b), the Company shall, at its expense, continue to provide the Executive with all medical benefits for the remainder of the Term.
Without Cause or by Executive for Good Reason. (i) Lump sum payment of earned but unpaid base salary and bonus, a pro rata share of the current year’s bonus, accrued vacation through the date of termination and an amount equal to the Executive’s then total annual base salary plus annual incentive bonus multiplied by the number associated with his/her position as shown in the table below; Chairman, Chief Executive Officer, President 3 Executive Vice President 2.5 Senior Vice President 2 (ii) Continued medical benefits for a period of eighteen (18) months following the date of termination, unless the Executive becomes reemployed and is eligible for benefits under another employer-provided plan prior to then end of the 18 months;
Without Cause or by Executive for Good Reason. If Executive’s employment terminates prior to the expiration of the Term under Paragraph 7(c) or (f), Executive shall receive the Accrued Obligations. Executive also shall be entitled to receive the following: (i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the date Executive’s employment is terminated (the “Severance Payment”); and (ii) with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment
Without Cause or by Executive for Good Reason. If (a) ADESA terminates the Executive's employment without Cause under Section 5.4, or (b) the Executive terminates his employment for Good Reason as defined in Section 5.5(a), then ADESA shall pay the Executive at the regular time salary payments are due hereunder his full base salary through April 30, 1999 at the rate in effect at the time Notice of Termination is given. In addition, ADESA will pay to Executive, on the date the same would have been payable under Section 4.2 and the Incentive Compensation Plan, any Performance Bonus and any Incentive Compensation Plan payments that would have been payable to the Executive under Section 4.2 and the Incentive Compensation Plan for the year in which such termination occurred.
Without Cause or by Executive for Good Reason. At any time after the commencement of employment, the Company may terminate this Agreement without Cause or Executive may terminate this Agreement for Good Reason (defined below), effective thirty (30) days after written notice is provided to the other party. Should Executive be terminated by the Company without Cause or should Executive terminate with Good Reason during the Term or the Renewal Term (as the case may be), Executive shall receive from the Company, within fourteen (14) days of the effective date of termination, the greater of (a) the base salary and bonus to be paid for the remaining Term or (b) $350,000.
Without Cause or by Executive for Good Reason. At any time after the commencement of employment, the Company may terminate this Agreement without Cause or Executive may terminate this Agreement for Good Reason (defined below), effective thirty (30) days after written notice is provided to the other party. Should Executive be terminated by the Company without Cause or should Executive terminate with Good Reason under this Agreement, Executive shall receive from the Company continuation of his current base salary for two years payable in accordance with the Company’s normal payroll practices; provided, however that the second year of salary continuation payments hereunder shall be offset on a payroll basis against any amounts Executive may earn from employment with another company or from self-employment after one year from the date of termination.
Without Cause or by Executive for Good Reason. In the event the Company terminates this Agreement without Cause or Executive terminates this Agreement for Good Reason, the Company shall pay to Executive for one year the following:
(i) base salary plus bonus in amount equal to the amount earned in the immediately preceding year, payable at least on a semi-monthly basis. Executive's right to receive compensation from the Company pursuant hereto shall not be affected by Executive's receipt of compensation in connection with any subsequent employment by any other corporation or entity;
(ii) Health Care Benefits commensurate with those provided by the Company to other senior executives for Executive, his spouse and eligible dependents; provided, however, that in no event will the Health Care Benefits (but not including life insurance) be substantially different or more expensive than those provided by the Company to other senior executives;
(iii) the cost of relocation of Executive's belongings from California to Copley, Ohio in an amount not to exceed $50,000; and
(iv) one-half of the cost of any outplacement services incurred by Executive; provided that the amount payable by the Company shall not exceed $20,000.
Without Cause or by Executive for Good Reason. If Executive’s employment terminates prior to the expiration of the Term under Paragraph 7(c) or (f), Executive shall receive the Accrued Obligations. Executive also shall be entitled to receive the following:
5 (i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the date Executive’s employment is terminated (the “Severance Payment”); and (ii) with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated.
Without Cause or by Executive for Good Reason. (i) The Employment Term and Executive’s employment may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) Except to the extent expressly contemplated by this Agreement, Executive shall be able to terminate his employment for “Good Reason” following the occurrence of any of the following:
(A) a failure of the Company to continue Executive in his current position or other substantially similar or more senior position;
(B) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority;
(C) a failure of the Company to make any material payment or provide any material benefit under the Agreement;
(D) a material breach by the Company of the Agreement or any option agreement between Executive and the Company; or
(E) the Company relocates Executive’s primary place of employment to a place outside of the 75-mile radius of Executive’s current primary place of employment (it being understood that neither a temporary work assignment nor travel on the Company’s business shall constitute such a relocation); provided that the occurrence of any of the foregoing events (A), (B), (C), (D) or (E) shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive of written notice of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. For the avoidance of doubt, the parties hereto acknowledge and agree that the changes to Executive’s position (and related duties and authority) as a result or upon the expiration of the Interim Employment Term shall not constitute Good Reason.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason during the Interim Employment Term, Executive shall be entitled to receive from the Company:
(A) the Accrued Rights; and
(B) subject to Executive’s continued compliance with the provisions of Sections 7 and 8, and upon execution of the “Release” within 60 days after receipt, which shall be delivered to Executive within 10 days following the termination of Executive’s employment and which shall be substantially in the form attached hereto as Exhibit B:
(1) equal, or substantially equal, payments totaling, in the aggregate, 200% of...
