Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
Certain Benefits Upon Termination. (a) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided below:
Certain Benefits Upon Termination. 4.1 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If, prior to a Triggering Transaction during the Employment Period (except in the event that one of the following terminations of employment occurs within the six-month period prior to the earlier of (a) a Triggering Transaction or (b) the execution of a definitive agreement or contract that eventually results in a Triggering Transaction, which shall result in the payment of severance benefits set forth in Section 4.2 of this Agreement): (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, the Executive shall be entitled to the payment of the benefits provided below as of the Date of Termination:
Certain Benefits Upon Termination. (a) If the Employee’s employment with the Company is terminated for any reason other than for Cause, death or Permanent Disability or if Employee voluntarily resigns his employment with the Company for a Good Reason, then the Company following the Date of Termination and for the Term of this Agreement (“Continuation Period”) (i) shall continue payment of Employee’s then existing Salary on the same schedule as corresponds to the regular Company payroll dates in effect on the Employee’s Date of Termination (with such payment to be treated as a separate payment for purposes of Section 409A of the Code); (ii) shall at the Company’s expense, continue to provide Employee with a car at the comparable level provided to Employee prior to the Date of Termination; (iii) shall pay Employee a performance achievement bonus under the Company’s Incentive Plan that is proportionately adjusted to take into account the period of actual service of the Employee during the Company’s fiscal year in which the Employee’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the Regulations thereunder; and (iv) shall at its expense continue on behalf of the Employee and his dependents and beneficiaries, the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 90-day period prior to the Date of Termination or (y) to other similarly situated employees who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 14(a) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company’s obligations hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. T...
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 1 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits outlined below: (a) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you participate; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;
Certain Benefits Upon Termination. (a) Subject to Section 6(b) hereof, if the Executive's employment is terminated by the Company other than for Cause, Disability or death, then the Executive shall be entitled to the benefits provided below:
Certain Benefits Upon Termination. If the Executive's employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by the Executive for Good Reason (and other than for Retirement or by death), then the Executive shall be entitled to the benefits provided under paragraphs (i), (ii) and (iii) immediately below:
Certain Benefits Upon Termination. (a) If there is a Termination of the consultancy of Executive as provided in Section 3(a) hereof, Executive shall be entitled to the following benefits:
Certain Benefits Upon Termination. Subject to the exception --------- --------------------------------- set forth in the second sentence of Section 5 hereof, if, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood other than for Grave Cause, Disability, Retirement or death, or (B) by the Officer for Good Reason, then the Officer shall receive from Wedgewood, for a period of time equal to the unexpired Term of this Agreement, on a semi- monthly basis, an amount equal to the Officer's semi-monthly Base Salary payable at the Date of Termination (the "Termination Payments"). Such Termination Payments shall be the only amounts, payments and damages payable by Wedgewood or CNB in the event of the termination of the Officer as provided in this Section 6. Such Termination Payments shall be payable in the manner and in accordance with the customary payroll practices of Wedgewood. The provisions of this Agreement, and any Termination Payment provided for hereunder, shall not, however, reduce any amounts otherwise payable, or in any way diminish the Officer's rights, under any benefit plan, incentive plan, stock option plan, or other plan or arrangement pursuant to which the Officer receives benefits from Wedgewood. If, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood for Grave Cause, Disability, Retirement or death, or (B) by the Officer for other than Good Reason, the Officer shall not be entitled to receive any amounts or payments from Wedgewood on account of such termination (other than any compensation payable by Wedgewood to the Officer up to and including the Date of Termination).
Certain Benefits Upon Termination. (a) If Employee's employment by the Company is terminated for any reason (including by reason of death or Permanent Disability), except for a termination for Cause or a voluntary resignation by Employee, and Section 12(b) is inapplicable to such termination, then the Company shall pay Employee a lump sum severance payment (the "Severance Payment") equal to three times Employee's Base Salary.
