Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated without Cause, other than due to disability or death, there is a Constructive Termination without Cause, the Executive shall be entitled to be paid by the Employer:
(a) the Base Salary through the date of termination;
(b) the cash portion of all declared but unpaid Bonus through the date of termination;
(c) all reimbursable business expenses incurred by the Executive through the date of termination;
(d) the Employer additionally shall cause any Equity Awards that previously were issued by the Employer or any of the Participating Subsidiaries to the Executive to vest fully and/or cause any Equity Awards that were approved for issuance by the Employer or any of the Participating Subsidiaries to the Executive and not so issued through the date of termination to be issued and fully vested;
(e) the cash equivalent of the Base Salary, at the rate in effect on the date of termination (or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause, the Base Salary in effect immediately prior to such a reduction) for the lesser of (i) three (3) years or (ii) the remaining portion of the Employment Agreement Term following such termination (the “Salary Payment”), with the pro rata equivalent of such amount payable from the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently than once per month (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below);
(f) for each partial or full year remaining in the then unexpired Employment Agreement Term, a cash bonus in full and complete satisfaction of any form of cash bonus or cash incentive compensation amounts equal to the average of all Bonuses paid by the Employer to the Executive during the Term prior to termination, provided, however, that if no Bonus has been paid prior to termination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amount shall be payable in full on each anniversary of this Agreement for the remainder of the Employment Agreement Term; provided that, the Employer shall pay to him the present value of the aggregate Base Bonus Amount in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate of seventy-five percent of the prime rate (as published by The Wall Street Journal) for the first business day of the mon...
Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iv) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(vi) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee;
(vii) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, the Executive shall be entitled to the following benefits:
(i) Base Salary through the date of termination;
(ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination, provided that, at the Executive's option, the Company shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate specified under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), for short-term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs);
(iii) a Pro Rata annual incentive award for the year in which termination occurs, based on his original target award for such year, payable when annual incentive awards are paid to other senior executives (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx));
(iv) an annual incentive award for a period of 24 months following the date of termination, based on his original target award for the year in which termination occurs and payable in equal monthly installments over the 24-month period of Base Salary continuation payments pursuant to Section 12 (d) (ii) (or in a lump sum in accordance with the proviso in Xxxxxxx 00 (x) (xx));
(v) options granted pursuant to Section 7 (c) shall accelerate and remain exercisable in accordance with Exhibit B; all options both in shares of the Company and any Internet Venture, whether or not then exercisable, shall become exercisable and shall remain exercisable until the end of their originally scheduled terms;
(vi) the restrictions on restricted stock shall lapse; and
(vii) the Executive shall be entitled to continued participation in all medical, dental, vision and hospitalization insurance coverage and in other employee benefit plans or programs in which he was participating on the date of his termination until the earlier of:
(A) 24 months following the date of termination and
(B) the date, or dates, he becomes eligible for coverage and benefits under the plans and programs of a subsequent employer. The Executive shall promptly advise the Company of any such subsequent employment and the benefits he receives in connection therewith. In the event the Company's plans do n...
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefits:
(i) Continuation of Base Salary through the end of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of termination;
(ii) the fiscal year bonus for the year in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated;
(iv) continued participation by the Executive’s spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated;
(v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum; and
(vi) continued provision by the Company to the Executive during his lifet...
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause (which shall include a termination by the Company for any reason other than pursuant to Paragraph 10(a)) or in the event of a Constructive Termination Without Cause, the Executive shall be entitled, in addition to any benefit or compensation detailed within this Agreement, to those items described in the subparagraphs (i) through (vi) below. Termination Without Cause shall be effective immediately, unless a later date is stated, upon delivery of a written notice of such termination from the Company to the Executive. In the event the Executive elects to resign based upon a Constructive Termination Without Cause, the Executive shall give written notice thereof to the Company and state therein the effective date of such resignation which shall not be later than days from the date of the written notice.
(i) an amount equal to two (2) years of Base Salary (the “Base Salary Termination Payment”). The Base Salary Termination Payment shall be paid in a lump-sum payment within ten (10) Business Days following termination of the Executive’s employment; any performance or other bonus earned for a fiscal period already completed but not yet paid; reimbursement for expenses incurred but not yet reimbursed by the Company; any deferred compensation, in accordance with the terms and provisions of the applicable program; any variable compensation, in accordance with the terms and provisions of the Variable Compensation Pool Plan; and any other compensation and benefits to which the Executive may be entitled under applicable plans, programs and agreements of the Company.
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:
(a) the Base Salary through the date of termination of the Executive's employment;
(b) the Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 36 months following such termination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Employer shall pay him the present value of such salary continuation payments in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs);
(c) a Bonus for the unexpired Term not less than the $600,000.00 guaranteed cash bonus provided in Section 7.1(a) multiplied by all of the year(s) and month(s) remaining in the then unexpired Term; provided that, at the Executive's option, the Employer shall pay him the present value of such salary and bonuses in a lump sum within thirty (30) days of the effective date of such termination (using as the discount rate 75% of the prime rate (as published by The Wall Street Journal) for the first business day of the month in which such termination occurs). Notwithstanding the foregoing, in no event shall the Base Bonus Amount be less than $1,250,000; and
(d) all benefits provided in Section 9 hereof until the end of the Term, with no additional cost or charge payable by the Executive.
Termination Without Cause or Constructive Termination Without Cause. In the event the Term of Employment is terminated by the Company without Cause, other than due to Executive's Disability or death, or in the event the Term of Employment is terminated due to a Constructive Termination Without Cause, Executive shall be entitled to:
(i) Base Salary through the date of such termination;
(ii) if the date of such termination coincides with the last day of a bonus period, a bonus for such bonus period in accordance with the terms of the applicable incentive plan; otherwise, a bonus for the bonus period in which such termination occurs, determined pro rata with respect to Executive's target bonus for such bonus period based on the number of completed months of Executive's employment by the Company during such bonus period;
(iii) the balance of any bonus earned (but not yet paid) for any bonus period prior to the bonus period in which such termination occurs;
(iv) any amounts earned, accrued or owing but not yet paid under Section 6, 7 or 8;
(v) any other or additional benefits provided for in accordance with applicable plans and programs of the Company; and
(vi) to elect, within 30 days after such termination, either (x) to cease being an employee of the Company and receive the lump-sum payment described in section 9(d)(vi)(A) or (y) to remain an employee of the Company for the period described in Section 9(d)(vi)(B). After Executive makes such election, the following provisions shall apply:
(A) In the event Executive makes the election provided in clause (x) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), the Company shall pay to Executive in a lump sum: (1) an amount equal to Base Salary for the period (the "Minimum Severance Period") that is the longer of 12 months or the unexpired portion of the Term of Employment remaining as of the time immediately prior to such termination, plus (2) an amount equal to Average Annual Bonus pro-rata for the Minimum Severance Period.
(B) In the event Executive makes the election provided in clause (y) of Section 9(d)(vi), then, subject to the requirements of Section 9(j), Executive will remain an employee of the Company (but without any title) until the end of the Minimum Severance Period, and the Company shall pay to Executive Base Salary for such period plus Average Annual Bonus pro-rata for such period; provided, however, that
(1) if Executive dies during such period, Executive's payments pursuant to this Section 9(d)(vi)(B) shall cease, and Executive's estate or be...
Termination Without Cause or Constructive Termination Without Cause. In the event the company terminates the executive’s employment without cause, other than due to disability or death, or in the event there is a constructive termination without cause, the executive shall be entitled to:
(i) base salary through the end of the month in which the termination of employment occurs;
(ii) base salary, at the rate in effect on the date of termination of the executive's employment, for 36 months beginning with the month following the month in which the termination of his employment occurs; provided that any amounts to which the executive is entitled under this clause shall be offset by any amounts paid to him under the company's severance plan;
(iii) any accrued bonuses to which the executive is entitled under the terms of the then applicable bonus plans;
(iv) any other amounts earned, accrued or owing under the terms of this agreement, but not yet paid;
(v) continued participation in all employee benefit plans or programs in which he was participating on the date of the termination of employment as permitted by their terms until the earlier of: (A) the date which is 36 months following the end of the month in which the termination of employment occurs; or (B) the date, or dates, he receives an equivalent coverage and benefits under the plans and programs of the subsequent employer(such coverages and benefits to be determined on a coverage by coverage, or benefit by benefit, basis); provided that (x) if the executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, and (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive in obtaining such benefit himself on an individual basis; and
(vii) other benefits in accordance with applicable plans and programs of the company.
Termination Without Cause or Constructive Termination Without Cause. If the Employment Period is terminated pursuant to Section 3(c) or 3(d), then Employee shall be entitled to receive from HoldCo continued payment of Employee’s base salary and bonus pursuant to the terms hereof until Employee’s 65th birthday. Any Equity Interest awarded to Employee shall be governed as provided for under the applicable option plan or award or other agreement relating to the Equity Interest; provided, however, that notwithstanding any provisions of the applicable option plan or award or other agreement relating to any Equity Interest awarded to Employee, any Equity Interest then held by Employee shall vest. Employee shall be entitled during the Employment Period to continue to receive the benefits to which he would otherwise be entitled pursuant to Section 2(c) until such time as Employee is eligible to receive comparable benefits from subsequent employment or self-employment. Such continuation of compensation and benefits shall continue until Employee’s 65th birthday, notwithstanding any earlier death of Employee.
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, or in the event the Term of Employment provided for in Section 2 is not extended and expires, the Executive shall be entitled to the following:
(i) Base Salary through the date of termination;
(ii) Base Salary, at the annualized rate in effect on the date of termination, for 12 months (the "Salary Continuation Period") after the date of termination;
(iii) all outstanding stock options which are not then vested shall be forfeited and all vested options shall remain exercisable in accordance with their terms; and
(iv) continued participation in all medical, dental, hospitalization and life insurance programs and in all other employee welfare benefit plans and programs in which he was participating on the date of termination (to the extent that such plans permit the Executive's continued participation) until the earlier of (x) the end of the Salary Continuation Period and (y) the date, or dates, that he becomes eligible for coverages and benefits under the plans and programs of a subsequent employer.
