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Good Reason; Other Than for Cause, Death or Disability Sample Clauses

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate the Executive's employment for Good Reason: (i) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: [a] the sum of [i] the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, [ii] the product of (x) the higher of [A] the Recent Annual Bonus and [B] the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and [iii] any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses [i], [ii] and [iii] shall be hereinafter referred to as the "Accrued Obligations"); and [b] The amount equal to the product of [i] three and [ii] the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus. (ii) For three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in sections 3(b)(iii) and (iv) (the "Benefit Plans") of this Agreement had the Executive's employment not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Compan...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (3) any accrued vacation pay to the extent not theretofore paid, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, IGI shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) IGI shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (C) the product of (x) the largest annual bonus paid or payable to the Executive in respect of any of the three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination occurs (the "Highest Annual Bonus") and(y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amount described in clauses (A), (B), (C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) IGI shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount equal to the larger of (A) the sum of the Executive's Annual Base Salary and Highest Annual Bonus payable for the remaining term of this Agreement, or (B) the sum of the Executive's Annual Base Salary and Highest Annual Bonus payable for 12 months (without duty of mitigation); and (iii) If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, IGI shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000). (iv) For the remainder of the Employment Period (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, IGI shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 2(B)(vi) if the Executive's employment had not been term...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent ...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason:
Good Reason; Other Than for Cause, Death or Disability. If, during the Service Period, the Company causes the Executive to separate from service other than for Cause or Disability, or the Executive shall voluntarily separate from service for Good Reason as described in Subsection 5(c), the following provisions shall apply: (i) The Company shall pay to the Executive the amounts set forth in Paragraphs A and B below. A. The sum of the following (“Accrued Obligations”): (1) the Executive’s Annual Base Salary through the separation from service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such earlier date as required by law), (2) an amount, equal to the greatest of the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the separation from service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the current fiscal year based on performance through date of separation, or the Executive’s average annual bonus under the Bonus Plan for the last three fiscal years ending prior to the separation from service (“Average Annual Bonus”), multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the separation from service, and the denominator of which is 365, payable in a lump sum on the 30th day following the separation from service (in calculating the Average Annual Bonus, the Executive’s target annual bonus under the Bonus Plan specified by the Board for the 2009 fiscal year, disregarding any later cancellation of such bonus, shall be presumed to be the annual bonus paid to the Executive for such fiscal year), (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus (4) any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the separation from service (or such earlier date as required by law). B. The amount equal to the product of (1) two multiplied by (2) the sum of (x) the Executive’s Annual Base Salary plus (y) the greater of the Executive’s Average Annual Bonus or Target Bonus, which shall be paid in a lump sum on the 30th day following the separation from service. (iii) The Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to continue group medical coverage for the E...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Employer shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason, the Employment Period shall thereupon terminate and: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts, subject to reduction as set forth in Section 9: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to the product of (1) 2.99 and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; (ii) for three years after the Executive's Date of Termination, the Company shall continue benefits under the medical, prescription, vision, dental, disability, employee life, group life, accidental death and travel accident insurance plans programs to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall b...
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for either Cause or Disability or the Executive shall terminate his employment for Good Reason, and the termination of the Executive's employment in any case is not due to his death or Disability: (i) The Company shall pay to the Executive in a lump sum in cash within ten days after the Date of Termination the aggregate of the following amounts: (1) the sum of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay ("Accrued Obligations"); (2) the sum of two times the Executive's then current Annual Base Salary; and
Good Reason; Other Than for Cause, Death or Disability. If, during the Effective Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason: (i) The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. The sum of (1) the Executive's then current annual base salary through the Date of Termination to the extent not theretofore paid; (2) the product of (x) Executive's Recent Average Bonus (as defined below) and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is three hundred and sixty-five (365); (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon); and