Termination for Good Reason or Without Cause. If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following:
(i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period.
(ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365.
(iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against ...
Termination for Good Reason or Without Cause. Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated (a) by the Executive for Good Reason, or (b) by the Companies not for Cause, provided the Executive has executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims in the form attached hereto as Exhibit A, and does not revoke such release prior to the end of the seven day statutory revocation period, the Executive shall be entitled solely to the following: (i) Base Salary through the Date of Termination, paid on the Companies’ normal payroll payment date; (ii) an amount equal to one times the Base Salary, provided that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or Article 9 below; (iii) a bonus for the year of termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, to be paid, subject to Section 13.14 below, sixty (60) days following such termination of employment; and (iv) medical benefits as provided in Section 5.05
Termination for Good Reason or Without Cause. If Employee terminates his employment for Good Reason or if the Company terminates the Employee's employment other than for Cause at any time within twelve (12) months after a Change of Control and Employee signs and does not revoke a release of claims agreement, in a form acceptable to the Company, then Employee shall be entitled to the following severance benefits:
(i) twelve (12) months of Employee's base salary and target bonus as in effect as of the Termination Date, less all applicable withholding, payable in a lump sum within thirty (30) days of the Termination Date, provided, however, such amount shall be increased to eighteen (18) months of Employee's base salary and target bonus as in effect as of the Termination Date if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto);
(ii) the Options shall become fully vested and exercisable as of the Termination Date. Employee shall be entitled to a post-termination exercise period of ninety (90) days from his Termination Date for any outstanding and unexercised options without regard to whether Employee continues thereafter to receive any severance benefits as described in this Agreement; provided however, in no event may Employee exercise any option after the expiration date provided in the applicable option agreement;
(iii) Company-paid group health, vision and dental coverage and benefits at the same level of coverage as in effect for Employee on the day immediately preceding the Termination Date ("Company-Paid Coverage"). Employee's dependents shall be covered to the same extent they were covered immediately prior to the Termination Date. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the Termination Date, or (ii) the date upon which Employee and his dependents become covered under another employer's group health, vision and dental plans; provided, however, such period of coverage shall be increased to eighteen (18) months if the Employee enters into a non-compete and non-solicitation agreement with the Company (the material terms of which are set forth in Schedule A attached hereto); and
(iv) Company reimbursement of reasonable expenses of up to five thousand dollars ($5,000) for individual executive outplacement services performed for Employee following Employee's Termination Date, to the extent Employee satisfies the Company's policies for reimbursement...
Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a), 6(b) or 6(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the Board; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the t...
Termination for Good Reason or Without Cause. Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated (a) by the Executive for Good Reason, or (b) by the Companies not for Cause, provided the Executive has executed an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims, in the form attached hereto as Exhibit A, the Executive shall be entitled solely to the following: (i) Base Salary through the Date of Termination; (ii) an amount equal to one times the Base Salary, provided that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01, 7.01, 8.01 or 9 below; (iii) a bonus for the year of termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, payable as soon as practicable following such termination of employment; and (iv) medical benefits as provided in Section 5.05
Termination for Good Reason or Without Cause. The Employment Term and Executive’s employment hereunder may be terminated (i) by Executive for Good Reason and (ii) by the Company “Without Cause” (that is, other than for Disability or Cause in accordance with Section 7(b) or 7(c)). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events:
Termination for Good Reason or Without Cause. If Employee terminates Employee’s employment in a Termination for Good Reason or the Company terminates Employee’s employment for any reason other than a Termination for Cause (and not as a result of Employee’s death or Disability), Parent or Employer or the Parent Successor, as applicable, shall pay or shall provide to Employee the following benefits and compensation:
(1) The Earned Salary, as soon as practicable (but not more than 10 days) following the Date of Termination;
Termination for Good Reason or Without Cause. In the event the Executive’s employment hereunder is terminated either by the Executive for Good Reason or by the Company without Cause within twelve (12) months following a Merger, the Company shall pay and provide to the employee any and all payments as outlined under Section 14 of this Agreement and the Company shall provide the Executive with an additional lump sum amount equal to six (6) months of the employee’s base salary (as in effect immediately prior to the date of such termination). This payment shall be made within five (5) business days following the date of such termination.
Termination for Good Reason or Without Cause. If the Employment Period shall be terminated (a) by the Executive for Good Reason or (b) by the Company not for Cause, subject to reduction as set forth in Section 12.01, the Executive shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum on the first month anniversary of the Date of Termination. In addition, promptly following any such termination, the Executive shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.
Termination for Good Reason or Without Cause. In the event Executive terminates his employment with the Company for Good Reason or the Company terminates Executive's Employment for any reason other than for Cause or Disability, in either case at any time prior to the expiration of the Term of Employment, Executive shall be entitled to the following payments and benefits:
(1) The Company shall pay to the Executive, not later than 30 days following the Date of Termination, the Executive's accrued but unpaid Basic Salary through the Date of Termination plus compensation for current and carried-over unused vacation and compensation days in accordance with the applicable personnel policy.
(2) In lieu of any further payments of salary or bonus to the Executive after the Date of Termination, the Company shall pay to the Executive, not later than ten (10) days following the Date of Termination, a lump sum cash severance payment (the "Severance Payment") equal to the total compensation (including bonus) paid to or accrued for the benefit of the Executive by the Company for services rendered during the twelve-month period immediately preceding the Date of Termination.
