Without Good Cause. If the Executive terminates his employment with the Company pursuant to Section 5(g) without Good Cause, the Company shall have no obligation to compensate the Executive following the Date of Resignation. However, the Executive shall be entitled to retain such stock-based compensation (including, without limitation, shares of restricted stock and/or options to purchase securities of the Company granted or sold to the Executive pursuant to the terms and conditions of any of the Company's stock incentive plans or otherwise) as has vested as of the Date of Termination. In any event, at the Executive's own expense, the Executive and his dependents shall be entitled to any continuation of health insurance coverage rights required by any applicable law.
Without Good Cause. In addition to the provisions of Section 3(c)(i), the Company may, at any time, terminate this Agreement upon thirty (30) days’ written notice to Executive, if such termination is approved by the Board (any such termination other than for Good Cause being a termination “Without Good Cause”). In the event of such a termination, Executive shall have the right to receive severance compensation as set forth below in Sections 3(e) or 8, as applicable.
Without Good Cause. Employee may only be terminated without good cause by the Company during the Term hereof if such termination is approved by at least two-thirds of the members of the Board of Directors of VPI. Should Employee be terminated by the Company without good cause during the Term, Employee shall be entitled to continue to receive from the Company the base salary at the rate then in effect for whatever time period is remaining under the Term of this Agreement or for one (1) year, whichever period is longer. Any termination without good cause by the Company shall operate to shorten the Noncompetition Period to one (1) year immediately following the date of such termination. Further, should Employee be terminated by the Company without good cause at any time during or after the Term, Employee shall be entitled to waive Employee's right to receive severance compensation (by a written waiver delivered to the Company on the effective date of termination), and, in such case, the non-competition provisions of paragraph 3 shall not apply.
Without Good Cause. At any time after the commencement of employment, Employee may, without cause, terminate this Agreement and Employee's employment, effective thirty (30) days after written notice is provided to the Company. Employee may only be terminated without Good Cause by the Company during the Term hereof if such termination is approved by a 100% of the members of the Board of Directors (“All Board of Director Members”) of the Company and provided that the Employee receives at least one (1) month written notice. Should Employee terminate with Good Reason or in the event that Employee is terminated without Good Cause during the Term, Employee shall receive from the Company, on such dates as would otherwise be paid by the Company, the lesser of the base salary at the rate then in effect for a period of one year (1) and all restricted 144a common stock shares (“Certificates, Legend and Medallions”) as set forth within the terms and conditions of the agreement herein after such termination. Further, if Employee is terminated without Good Cause or terminates his employment hereunder with Good Reason, (a) the Employee shall be entitled to receive a prorated portion of any discretionary incentive compensation to which the Employee would have been entitled to for the term during which the termination occurred had the Employee not been terminated, (b) the Employee shall be entitled to receive all other unpaid benefits due and owing through Employee's last day of employment. If Employee resigns or otherwise terminates his employment without Good Reason, rather than the Company terminating his employment pursuant to this paragraph 12, Employee shall receive no severance compensation.
Without Good Cause. Should Employee be terminated by VPI without good cause during the Term, Employee shall be entitled to continue to receive from VPI the base salary at the rate then in effect for whatever time period is remaining under the Term of this Agreement or for one (1) year, whichever amount is greater. Should Employee be terminated by VPI without good cause at any time during or after the Term, Employee shall be entitled to waive Employee's right to receive severance compensation (by a written waiver delivered to VPI on the effective date of termination), and, in such case, the non-competition provisions of paragraph 3 shall not apply.
Without Good Cause. The Company shall be entitled to terminate this Agreement for any reason other than death, disability, or "Good Cause," at any time during the Employee’s employment, by providing thirty (30) days written notice to the Employee that the Company is terminating the Agreement without "Good Cause," as defined herein ("Notice of Termination Without Good Cause"), provided, however, that the Company shall be required to pay Severance Pay in accordance with the Severance provisions described below. Termination must be approved by the Company’s Board of Directors.
Without Good Cause. (a) This Agreement shall terminate by the Company providing thirty (30) days written notice to the Executive that the Company is terminating the Agreement Without Good Cause, as defined herein ("Notice of Termination Without Good Cause"), at any time during his employment; provided, however, that the Company shall be required to pay Severance Pay in accordance with the SEVERANCE provisions in Section 5.
(b) Any termination of this Agreement which is not for "Good Cause," as defined above, or which does not result from the death of the Executive, or the disability of the Executive, shall be deemed to be a termination "Without Good Cause." Furthermore, in the event that the Company communicates a Notice of Termination for Good Cause, and the arbitrators pursuant to Section 10 determine that no Good Cause exists or existed for the Notice of Termination that was originally communicated, then such Notice of Termination shall be deemed to have been a communication of a Notice of Termination Without Good Cause, as appropriate, for all purposes under this Agreement.
Without Good Cause. At any time, either the Executive or the Company may terminate this Agreement and the Executive’s employment, effective thirty (30) days after written notice is provided to the other. If (i) the Company terminates the Executive’s employment without good cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment without good cause during the Term, the Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions of this Agreement, including Section 4 above, the Company shall pay the Executive, as severance pay, an aggregate amount equal to 100% (160% if the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive pursuant to this Section 5(d), the severance payments will commence on the six-month anniversary of the date of termination. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required under this Agreement to be paid upon se...
Without Good Cause. If this Agreement is terminated by EPS without “Good Cause” as defined below in Section 8.5, EPS will (i) provide severance to Executive of Twelve (12) months salary (calculated as a pro rata share of Executive’s Base Salary), less applicable withholdings (the “Severance Payment”), (ii) make the payments for Executive to continue Executive’s current medical insurance coverage through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under EPS’ current group medical plan for Twelve (12) months after the Termination Date, less applicable withholdings, (iii) pay Executive the pro rata portion of his Annual Bonus if and when approved by the Board of Directors and paid by EPS in accordance with Exhibit A, and (iv) accelerate the vesting of any remaining unvested stock options held by Executive on the Termination Date, such that, after giving effect to such acceleration, 50% of Executive’s stock options are vested, provided, in each case, that Executive execute and provide EPS with a separation agreement (which will include without limitation a non-disparagement provision, a post-termination cooperation provision, a confidentiality provision, and a covenant not to xxx and general release of claims) in a form prescribed by EPS (the “Separation Agreement”). The Severance Payment will be made to Executive in Twelve (12) equal monthly installments of Seventeen Thousand Five Hundred Dollars ($17,500), with the first installment payment commencing within ten days after the effectiveness of Executive’s release of claims under the Separation Agreement.
Without Good Cause. At any time after the commencement of employment, either Employee or Employer may, without good reason or good cause, respectively, terminate this Agreement and Employee's employment, effective thirty (30) days after written notice is provided to the other party. Should Employee be terminated by Employer without good cause during the Term, Employer shall deliver to Employee promptly a waiver and release agreement waiving and releasing any claims Employee may have against Employer under the terms of this Agreement in form reasonably satisfactory to Employer and Employee, and upon Employee's execution thereof, Employee shall receive from Employer, in a lump-sum payment due on the effective date of termination, the base salary at the rate then in effect for whatever time period is remaining under the Term (the Initial Term or the then current Renewal Term, as applicable) or for one (1) year, whichever amount is greater (such period of time, the "Severance Period"). If Employee resigns or otherwise terminates Employee's employment without good reason pursuant to this Paragraph 6(d), Employee shall receive no severance compensation.
