Termination Apart from Change of Control. In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.
Termination Apart from Change of Control. In the event Executive’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the eighteen (18) month period following a Change of Control, then Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and Benefits Plans, if any, or pursuant to any other written agreements with the Company.
Termination Apart from Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
(A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(B) Executive shall be entitled to receive severance pay in an amount equal to the sum of:
(1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus
(2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination;
(C) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period;
(D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; and
(E) Executive shall be entitled to...
Termination Apart from Change of Control. If, during the term of ---------------------------------------- this Agreement, the Employee's employment with the Company terminates, either prior to the occurrence of a Change of Control or after the twenty-four (24) month period following a Change of Control, then the Employee shall be entitled to receive severance benefits as follows:
Termination Apart from Change of Control. In the event the Officer's employment is terminated for any reason, either prior to the announcement of a Change of Control or after the twelve (12)-month period following a Change of Control, then the Officer shall be entitled to receive severance and any other benefits only as may then be established under the Company's existing severance and benefits plans and practices or pursuant to other agreements with the Company.
Termination Apart from Change of Control. Subject to Section 7 below, if the Company terminates the Executive's employment at any time, either before the earlier to occur of (i) the execution of a binding letter of intent regarding a Change of Control, and (ii) ninety (90) days before a Change of Control, or after the 18-month period following a Change of Control, and the Executive signs and does not revoke a standard release of claims with the Company attached hereto as Exhibit A, then the Executive shall be entitled to receive severance benefits as follows:
Termination Apart from Change of Control. In the event the Employee's employment terminates for any reason prior to the Change of Control, then the Employee shall not be entitled to receive any severance payments under this Agreement. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.
Termination Apart from Change of Control. If Executive’s employment is terminated (A) by the Company other than for Cause or Disability or (B) by Executive for Good Reason, and such termination is not a Payment Termination (as defined in that certain Third Amended and Restated Change of Control Terms and Conditions dated as of even date herewith, as may be amended from time to time, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference (the “Change of Control Agreement”)), and provided further that the termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), then, subject to Section 5(d), in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company or by law, Executive shall be entitled to receive the benefits provided below:
(A) the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation);
(B) Executive shall be entitled to receive an amount equal to two (2) times Executive’s annual base salary (without giving effect to any reductions thereto), payable in three (3) equal installments as follows: (1) one-third (1/3) shall be paid on the date sixty (60) days after the Date of Termination, (2) one-third (1/3) shall be paid on the date that is six (6) months following the Date of Termination, and (3) one-third (1/3) shall be paid on the date that is twelve (12) months following the Date of Termination; provided, however, that any amount described in this Section 5(c)(i)(B) that would be unpaid at the end of the calendar year in which the first installment of this Section 5(c)(i)(B) is first payable shall be paid in a cash lump sum no later than December 31 of such calendar year.
(C) for the period beginning on the Date of Termination and ending on the date which is the earlier of (1) the date Executive obtains substantially similar coverage due to subsequent employment or (2) the date which is twenty-four (24) full months following the Date of Termination, the Company shall continue in effect at...
Termination Apart from Change of Control. In the event the Employee's employment is terminated in an Involuntary Termination more than 60 days prior to the occurrence of a Change of Control or after the 18-month period following a Change of Control (the "No-Change Period"), then the Employee shall be entitled to receive severance pay equal to 12 months' Base Compensation, to be paid out monthly at the same time as the Company's regular payroll is paid, and any other benefits that may then be established under the Company's existing severance and benefit plans and policies for employees generally at the time of such termination. In the event the Employee's employment is terminated voluntarily by the Employee during the No-Change Period, then no severance payment shall be made unless in accordance with the Company's existing severance and benefit plans and policies for employees generally at the time of such termination.
Termination Apart from Change of Control. If Executive’s service with the Company is terminated by the Company or by Executive for any or no reason other than as a Covered Termination within the twelve (12) month period commencing upon a Change of Control, then Executive shall be entitled to any accrued but unpaid salary, bonus, vacation and expense reimbursement in accordance with applicable law.
