Without Cause or Good Reason. At the election of the Company, without Cause, and at the election of the Executive, without Good Reason, in either case upon sixty (60) days’ prior written notice to the Executive or to the Company, as the case may be; provided, however, that if the Executive gives notice, without Good Reason, the Company may waive all or a portion of the sixty (60) days’ written notice and accelerate the effective date of the termination.
Without Cause or Good Reason. Either party hereto may terminate the employment of the Executive and this Agreement at any time, without Cause in the case of the Company and without Good Reason in the case of the Executive, by giving the other party prior written Notice of Termination in accordance with Section 6 hereof; provided, that the Executive shall be required to deliver such written notice to the Board at least thirty (30) days’ prior to the Date of Termination if the Executive intends to terminate the Executive’s employment without Good Reason.
Without Cause or Good Reason. If Executive shall terminate Executive's employment with the Company for Good Reason or the Company shall terminate Executive's employment without Cause, Executive shall be entitled to the following:
(i) Executive's Base Salary, and accrued and unused vacation earned through the date of termination;
(ii) Continuation of Executive's annual Base Salary, in effect at the time of termination, for a period of thirty-six (36) months after the termination date subject to standard deductions and withholding;
(iii) Continuation of Executive's medical, disability and other benefits for a period of six (6) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation;
(iv) 100% vesting of all of Executive's Options, all other options granted to Executive and all restricted stock received upon early exercise; and,
(v) in the event such termination occurs within twelve (12) months after a Change of Control, the Company shall pay Executive (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months (the “Change of Control Termination Payment”).
Without Cause or Good Reason. The Company shall have the right to terminate Executive's employment without Cause and Executive shall have the right to terminate his employment hereunder without Good Reason by providing the other Party with a Notice of Termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.
Without Cause or Good Reason. Either party may terminate Executive's employment at any time by giving 30 calendar days' advance written notice of termination to the other without the necessity of cause or good reason.
Without Cause or Good Reason. The Company shall have the right to terminate Executive’s employment hereunder without Cause and the Executive shall have the right to terminate his employment with the Company without Good Reason. If the Company elects not to extend the Employment Period in accordance with Section 2 hereof, such termination shall be deemed to be a termination by the Company without Cause and shall be treated as such for purposes of this agreement, including Section 5(d) hereof. If Executive elects not to extend the Employment Period in accordance with Section 2 hereof, such termination shall be deemed to be a termination by Executive without Good Reason and shall be treated as such for purposes of this agreement, including Section 5(c) hereof.
Without Cause or Good Reason. Either party hereto may terminate the employment of the Executive and this Agreement at any time, without Cause in the case of the Company and without Good Reason in the case of the Executive, by giving the other party prior written Notice of Termination in accordance with Section 7 hereof; provided, that the Executive shall be required to deliver such written notice to the Board at least thirty (30) days’ prior to the Date of Termination if the Executive intends to terminate the Executive’s employment without Good Reason; and provided, further, that, notwithstanding anything in this Agreement to the contrary, in the event Executive elects not to extend the Employment Period pursuant to Section 1, such nonrenewal shall be deemed a termination by Executive of the Executive’s employment with the Company without Good Reason effective as of the last day of the then current Employment Period, which shall constitute the Date of Termination for purposes of this Agreement, and provided, further, that, notwithstanding anything in this Agreement to the contrary, in the event the Company elects not to extend the Employment Period pursuant to Section 1, such nonrenewal shall be deemed a termination by the Company of the Executive’s employment with the Company without Cause effective as of the last day of the then current Employment Period, which shall constitute the Date of Termination for purposes of this Agreement.
Without Cause or Good Reason. If Executive shall terminate Executive's employment with the Company for Good Reason or the Company shall terminate Executive's employment without Cause, or in the event Executive is terminated for any reason following a Change in Control, Executive shall be entitled to the following:
(i) Executive's Base Salary, and accrued and unused vacation earned through the date of termination;
(ii) Continuation of Executive's annual Base Salary, in effect at the time of termination, for a period of thirty-six (36) months after the termination date subject to standard deductions and withholding;
(iii) Continuation of Executive's medical, disability and other benefits for a period of thirty six (36) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation;
(iv) 100% vesting of all of Executive's Options, all other options granted to Executive and all restricted stock received upon early exercise; and,
(v) in the event such termination occurs after a Change in Control, the Company shall pay Executive (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.
Without Cause or Good Reason. If Employee's employment by the Company shall be terminated by the Company other than for Cause, death or Disability, or by Employee for Good Reason, then Employee shall be entitled to the benefits provided below:
(i) the Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus;
(ii) the Company shall pay Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to three (3) times the sum of (A) Employee's Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given (or if Employee's employment is terminated after a Change in Control, Employee's Base Salary immediately prior to the Change in Control, if greater) and (B) the "Bonus Amount" (as defined below). The term "Bonus Amount" shall mean (x) the greatest amount of any annual cash bonus or annual incentive compensation received by Employee during the three (3) fiscal years immediately preceding the Termination Date or (y) if no such bonus was received by Employee during any of such three (3) years, then an amount equal to Employee's maximum annual bonus which could be awarded for the fiscal year in which the Termination Date occurs had he continued in employment until the end of such fiscal year, assuming all performance targets and goals (if applicable) had been fully met by the Company and by Employee, as applicable, for such year;
Without Cause or Good Reason. The Company may terminate Executive's employment at any time Without Cause upon notice to Executive. A termination "Without Cause" is a termination of the Executive's employment by the Company for any reason other than those set forth in subsections 5.1 [Death], 5.2 [Disability], 5.3 [Cause] or 5.8 [Non-Renewal] of this subsection. Also, the Executive may terminate his employment for "Good Reason" (as defined in this section). Except as provided in Section 5.6, in the event of a termination by the Company Without Cause or by the Executive for Good Reason, the Company shall pay to Executive:
