Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated:
(i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or
(ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement.
(b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then:
(i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and
(ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Pay...
Obligations of the Company Upon Termination of Employment. (a) Expiration of Term and Nonrenewal by Executive, By the Company for Cause or by Executive without Good Reason. If Executive’s employment shall be terminated (i) due to and upon expiration of the Term of this Agreement because Executive shall have given written notice not to extend the Employment Period pursuant to Section 2(a), (ii) by the Company for Cause or (iii) by Executive without Good Reason, then the Company shall pay Executive Executive’s Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination, and any accrued or vested benefits or entitlements the Executive may have under any employee benefit, equity or bonus plan or award agreement of the Company or any affiliate through the Date of Termination, which accrued or vested benefits or entitlements shall be paid and/or provided in accordance with the terms of such employee benefit, equity or bonus plans or award agreements (collectively, the “Accrued Benefits”) and, except as provided in Section 2(f), the Company shall have no additional obligations to Executive under this Agreement.
Obligations of the Company Upon Termination of Employment. (a) Expiration of Term and Nonrenewal by Executive, By the Company for Cause or by Executive without Good Reason. If Executive’s employment shall be terminated (i) due to and upon expiration of the Term of this Agreement because Executive shall have given written notice not to extend the Employment Period pursuant to Section 2(a), (ii) by the Company for Cause or (ii) by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination within 30 days after the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement.
Obligations of the Company Upon Termination of Employment. Upon --------------------------------------------------------- termination of Executive's employment with the Company under the circumstances set forth in Section 4(b), the Executive shall be entitled to receive, notwithstanding such termination, the following payments and to be provided the following benefits:
Obligations of the Company Upon Termination of Employment. Except as otherwise delayed pursuant to Paragraph 11 relating to the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to Specified Employees (as defined herein), the following provisions shall apply:
Obligations of the Company Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive’s beneficiary or estate) within thirty (30) days following the Date of Termination, as compensation for services to the Company;
(1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive’s Target Bonus for the Company’s fiscal year in which the Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in that fiscal year through the Date of Termination and the denominator of which is 365 or 366, as applicable, (iii) any positive balance in the Executive’s Bonus Reserve Account; and (iv) any compensation previously deferred by the Executive other than pursuant to the Deferred Compensation Plan or any tax qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) [three (for the CEO); two (for the other officers)] times the Executive’s highest annual base salary from the Company and its affiliated companies in effect during the twelve (12) month period prior to the Date of Termination, plus (ii) [three (for the CEO); two (for the other officers)] times the higher of (a) the average of the Executive’s Earned Bonus for the three fiscal years of the Company preceding the fiscal year in which the Change in Control occurs, or (b) the Executive’s Target Bonus for the fiscal year of the Company in which the Change in Control occurs; provided, however, that any amount to be paid pursuant to this Section 3(a)(2) shall be reduced by any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company and any severance payments the Company is required to make pursuant to the requirements of any U.S. or foreign law or regulation. For purposes of the preceding sentence any amount received by the Executive on account of the termination of the Incentive Cash Bonus Plan will be treated as an amount paid on account of...
Obligations of the Company Upon Termination of Employment. (a) Termination by the Company Other Than for Cause, Death or Disability -------------------------------------------------------------------- or by the Executive for Good Reason. If during the Employment Term (i) the ----------------------------------- Company terminates the Executive's employment other than for Cause, death or Disability, or (ii) the Executive terminates his employment for Good Reason, then in any such case the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, in the event any amounts due cannot be determined within this period, as soon thereafter as is practicable) an amount equal to two times the Executive's then current Base Salary plus most recent bonus. The provisions of this Subparagraph 8(a) shall not affect any rights of the Executive under the Company's benefit plans or programs or under any bonus arrangement agreed to by the Executive and the Company.
(b) Termination as a Result of the Executive's Disability or Death. If -------------------------------------------------------------- during the Employment Term the Executive's employment is terminated by reason of the Executive's Disability or death, then the Company shall pay to the Executive or the Executive's legal representatives in a lump sum in cash within 30 days after the Date of Termination (or, in the event any amounts due cannot be determined within this period, as soon thereafter as is practicable) an amount equal to one times the Executive's then current Base Salary. The provisions of this Subparagraph 8(b) shall not affect any rights of the Executive's heirs, administrators, executors, legatees, beneficiaries or assigns under the Company's benefit plans or programs or under any bonus arrangement agreed to by the Executive and the Company.
(c) Termination by the Company for Cause or by the Executive other than ------------------------------------------------------------------- for Good Reason. If during the Employment Term either (i) the Executive's --------------- employment is terminated by the Company for Cause or (ii) the Executive voluntarily terminates his employment, excluding termination by him for Good Reason, then the Company shall have no further obligation to the Executive other than the obligation to pay to the Executive (A) his Base Salary through the Date of Termination and (B) any other compensation and benefits due to the Executive in accordance with this Agreement, in each case to the extent th...
Obligations of the Company Upon Termination of Employment. (a) Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, or the Executive shall terminate employment for Good Reason, then, and only if within forty-five (45) days after the Date of Termination the Executive shall have executed a separation agreement containing a full general release of claims and covenant not to xxx, in the form provided by the Company, and such separation agreement shall not have been revoked within such time period, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to one and a half times (1.5x) the Executive’s Base Salary as in effect immediately prior to the Date of Termination, payable within sixty (60) days after the Date of Termination (or such later date as may be required pursuant to Section 20(c) herein). In addition, the Company shall pay to the Executive any accrued and unpaid salary and bonus through the Date of Termination, accrued and unused vacation pay through the Date of Termination, in accordance with the Company policy, any unreimbursed business expenses incurred by the Executive and such benefits he or his beneficiaries would otherwise be entitled to receive under any plan, program, policy or practice or contract or agreement of the Company or its Affiliates (collectively, “Accrued Obligations”). The Company shall withhold all relevant income taxes attributable to such lump sum severance payment in accordance with relevant laws. The Company shall also pay all relevant social costs attributable to such lump sum severance payment, in accordance with relevant laws.
Obligations of the Company Upon Termination of Employment. (a) In the event of (i) the Employee’s death, (ii) the termination of the Term and the Employee’s employment hereunder by reason of the Disability of the Employee or (iii) the termination of the Term and the Employee’s employment hereunder by the Company or by the Employee for any reason or no reason, the Employee (or the Employee’s legal representative, as applicable) shall not be entitled to any additional payments or benefits from the Company under this Agreement, other than (A) the Employee’s earned but unpaid Annual Base Salary, unreimbursed business expenses properly incurred by the Employee pursuant to Section 3(c) and any other compensation earned by or owed to (but not yet paid to) the Employee through and including the date of the Employee’s death or the effective date of such termination (collectively, the “Accrued Benefits”), to the extent the payment of such Accrued Benefits shall not result in a duplication of benefits payable pursuant to the Severance Agreements, and (B) in the case of a Retirement (as defined below), the benefits described in Section 5(b). The Accrued Benefits shall be payable as soon as practicable, but in no event later than 30 days following the date of the Employee’s death or the effective date of such termination, or at such other date as shall be specified under the terms of the employee benefit plan pursuant to which the benefit is payable.
(i) Notwithstanding anything to the contrary in an award agreement governing any stock awards, stock options, restricted stock, restricted stock units, performance shares, performance share units, or other equity-based compensation awards (“Equity Awards”) that are outstanding and unvested as of the date hereof, and except to extent expressly set forth in any award agreement governing Equity Awards granted to the Employee following the date hereof, in the event the Employee terminates the Term and his employment hereunder at age 55 or older under any circumstances not constituting Good Reason (as defined below) (a “Retirement”):
(A) a pro-rata portion of any Equity Awards granted within the one-year period prior to the effective date of such termination, and which are outstanding and unvested as of the effective date of such termination, shall be forfeited for no consideration, with such proration determined based on a fraction, the numerator of which is the number of full months measured from the effective date of such termination to the one-year anniversary of the grant date of ...
Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive’s employment shall be terminated:
(i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or
(ii) if Executive’s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement.
