Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:
(i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle;
(ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment.
(iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you h...
Termination by the Company Other than for Cause. Termination by the Company of the Executive’s employment for any reason other than for Cause, death or Disability. For purposes of this Agreement, “Cause” shall mean, as determined by the Board:
Termination by the Company Other than for Cause. The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. Subsequent to such 3 month period, the Executive shall be entitled to all Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.
Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d).
Termination by the Company Other than for Cause. The Company may terminate Executive’s employment for any reason or for no reason upon thirty (30) days prior written notice to Executive, subject to payment of the termination payments specified in Paragraph 6. Such termination will be effective as of the date stated in a written notice of termination delivered by the CEO to Executive;
Termination by the Company Other than for Cause. (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.
(2) In the event that the Executive's employment with the Company is terminated pursuant to this Section 6(d), Section 6(f), Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Executive and the Company.
Termination by the Company Other than for Cause. The Company may terminate the Employee's employment at any time other than for Cause (as defined in Section 1.2), by giving the Employee a written notice of termination at least 30 days before the date of termination (or such lesser notice period as the Employee may agree to). In the event of such a termination of employment pursuant to this Section 1.1, the Employee shall be entitled to receive (i) the benefits described in Section 3 if such termination of employment does not occur within 18 months following a "Change of Control" (as defined in Section 5), or (ii) the benefits described in Section 4 if such termination of employment occurs within 18 months following a Change of Control.
Termination by the Company Other than for Cause. If Advisor is terminated by the Company other than for Cause prior to the end of the Term, Advisor shall be entitled to payment of the total amount of the Consulting Fee which would have been paid hereunder for the balance of the Term if his services were not so terminated by the Company (less any amount of the Consulting Fee already paid).
Termination by the Company Other than for Cause. If your employment with the Company is terminated by the Company for any reason other than "Cause," as determined by the Company in accordance with its employment policies, the Restricted Units then held by you automatically will become fully vested upon such termination.
Termination by the Company Other than for Cause. The Company may terminate the Executive's employment hereunder at any time for any other reason, provided that the Company has given the Executive ninety (90) days' written notice of termination, termination being effective upon expiration of the notice period. In the event of such termination, the Executive shall be entitled to receive a severance benefit equal to Base Salary at the rate in effect at the time of termination for eighteen (18) months, and shall also be entitled to receive any salary and benefits accrued, vested and unpaid as of the date of any such termination and any benefits to which the Executive may be entitled under and in accordance with the terms of any employee benefit plan, policy or program maintained by the Company; and upon the Executive's receipt of such severance benefit, salary and benefits, the Company shall be under no further obligation hereunder to the Executive and the Executive no longer shall be entitled to receive any payment or any other rights or benefits under this Agreement.
