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.
(a) If Executive's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive's death or disability, then such salary shall be paid only to the extent the Company has available "key man" life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive's employment by LTC terminates for any reason, except for LTC's termination of Executive's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive's executor or personal representative has been appointed and qualified pursua...
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
(i) the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you under the Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one (1) year after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
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; or (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by PPL for any reason at any time. In the event of any termination of employment, Executive shall be entitled to receive all accrued and unpaid salary, expense reimbursements, and benefits through the effective date of termination. In addition, the following provisions of this Section 6 also shall apply:
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, 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:
(i) 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 (A) credit for any vacation earned but not taken, (B) the amount, if any, of any bonus or long-term incentive compensation for a past fiscal year which has been earned but not yet been paid to you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company profit based on the Company's results through the most recent fiscal quarter as of the Date of Termination without
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 of Control, whether or not Executive's employment is terminated thereby, Section 6(b) shall apply, and in the event of a Change in Control, whether or not Executive's employment is terminated thereby, Section 6
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 there is a Termination of the consultancy of Executive as provided in Section 3(a) hereof, Executive shall be entitled to the following benefits:
(i) The Company shall pay Executive his full consulting compensation through the Date of Termination at the rate in effect at the time Notice of Termination; and
(ii) The Company shall pay Executive his full consulting compensation on a bi-weekly basis at the rate in effect at the time Notice of Termination is given for a two-year period following the Date of Termination.
(b) If there is a termination of the consultancy of Executive as provided in Section 3(b) hereof, Executive shall be entitled to the following benefits:
(i) The Company shall pay Executive his full consulting compensation through the Date of Termination at the rate in effect at the time Notice of Termination is given; and
(ii) The Company shall pay Executive his full consulting compensation on a bi-weekly basis at the rate in effect at the time Notice of Termination is given for a period of three months following the Date of Termination.
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:
(i) the Company shall pay to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past fiscal year which has not yet been awarded or paid to him under any bonus plan;
(ii) the Company shall pay as supplemental deferred compensation to the Executive, no later than the fifth day following the Date of Termination (or in the event of the Executive's death following his entitlement to benefits hereunder and prior to payment thereof, as soon as reasonably practicable, but in no event more than sixty (60) days following his death), a lump sum cash amount equal to the product of the Executive's average annual compensation payable to him by the Company and includible in his gross income for Federal income tax purposes during his most recent five (5) taxable years ending before the Date of Termination, multiplied by three (3); provided, however, such amount shall be limited to the highest amount which would not result in the creation of a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended; and
(iii) the Company at its sole expense shall maintain in full force and effect for the benefit of the Executive and his eligible dependents the health-and-accident plan coverage provided the Executive immediately prior to the Notice of Termination, until the earlier of (A) the expiration of twenty-four (24) months following the Date of Termination or (B) eligibility of the Executive and his dependents for coverage under the health-and- accident plan of a successor employer of the Executive providing comparable benefits to that of the Company provided, however, if such continued coverage is barred for any reason, the Company shall provide comparable coverage during such period; provided further, however, if at the time continued coverage hereunder is to terminate, the Executive presents verifiable evidence to the Company of his uninsurability thereafter under a health-and- accident plan providing comparable ben...
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.
a. If Executive's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to three times his Base Salary; provided that if employment terminates by reason of Executive's death or disability, then such salary shall be paid only to the extent the Company has available "key man" life, disability or similar insurance relating to the death or disability of Executive.
b. Upon a Change in Control of the Company whether or not Executive's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to$1.6
