Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.
Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination.
(ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on t...
Without Cause; For Good Reason. In the event of a termination of the Employee's employment during the Employment Period by the Company other than for Cause or by the Employee for Good Reason (a "Covered Termination"), the Company shall provide the Employee with the following:
(i) payment of a cash lump-sum amount equal to the sum of (x) the Employee's Base Salary and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof);
(ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier);
(iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and
(iv) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such termination.
Without Cause; For Good Reason. The Executive's employment may be terminated during the Employment Period (i) by the Company without Cause or (ii) by the Executive for Good Reason. In the event that the Executive's employment is terminated under this Section 6(f) (whether by the Company or by the Executive), the Termination Date shall be no earlier than 30 days following the date on which a notice of termination is delivered by one party to the other. In the event that the Executive's employment is terminated under this Section 6(f), the Executive (or his estate or representative, as the case may be) shall be entitled to receive (A) the Accrued Benefits;
Without Cause; For Good Reason. If the Employee’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”):
(i) the Company shall pay the Employee all Accrued Compensation;
(ii) the Company shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five percent (75%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;
Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.
Without Cause; For Good Reason. If Optionee’s employment is terminated by the Company without Cause (which shall for purposes of this Agreement include a termination of the Executive’s employment upon conclusion of the Employment Term (as defined in the Employment Agreement) after the Company’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee for Good Reason, to the extent not previously cancelled or expired, (A) as of the date of termination Optionee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of the date of termination will vest and all vested Options will remain exercisable for the shorter of (1) one year following the date of termination and (2) the remainder of their original scheduled term and (B) the Performance-Based Options will continue to remain outstanding and be eligible to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) and all then-vested Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options shall be treated as if they had fully vested as of the date of the Change of Control and the Performance-Based Options shall be treated as if they had been fully vested as of the date of the Change of Contro...
Without Cause; For Good Reason. If the Executive's employment hereunder is Terminated Without Cause or Terminated for Good Reason, (i) the Executive's Base Salary and other benefits specified in Section 3 hereof (other than any bonus) shall be paid or provided through the Date of Termination, (ii) the Company shall pay the Executive, within ten days following the Date of Termination, (x) a cash amount equal to 100% of his then Base Salary and, (y) the Earned Bonus (as defined below), if any, provided that (1) a full calendar year has been completed (the "Prior Year") and the Executive has already earned his full bonus for the Prior Year (the "Earned Bonus") and (2) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason in the year after the Prior Year but before the Earned Bonus has been paid to the Executive.
Without Cause; For Good Reason. In the event Employer terminates Gist’s employment without Cause, or Gist terminates his employment for Good Reason, Employer shall:
A. continue, for twelve (12) months following such termination, Gist’s Salary Compensation at the same rate as such Salary Compensation was set hereunder on the day prior to Gist’s termination, plus pay any accrued but unpaid Bonus as of the date of such termination;
B. pay, for twelve (12) months, the premiums for Gist and his dependents to continue group health insurance under such group policy(ies), if any, on the same terms as Employer provides to Employer employees, provided such payments may cease earlier than twelve (12) months following termination if:
(i) the applicable group policy does not permit continuation coverage beyond the maximum time periods established by applicable law for continuation coverage, in which case payments shall cease when the applicable maximum period is reached for each covered individual; or
(ii) Gist and/or any covered dependent(s) advise Employer that Gist and/or any covered dependent(s) have obtained other satisfactory group health coverage in which case coverage shall cease only for such individuals who have obtained such other group coverage; and
(iii) Employer ceases to provide any group health policy to any employees.
Without Cause; For Good Reason. If during the Term the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment with Good Reason, the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder other than his Accrued Benefits, except: (i) the Company shall make a lump sum payment to the Executive within ten (10 ) business days of such termination in an amount equal to two hundred percent (200%) of the sum of the Base Salary for the fiscal year in which occurs the Executive’s termination of employment; (ii) continuing receipt of group insurance, life, medical, dental, disability and other similar benefits described in Section 3.7 (to the extent to which such are in place from time to time, but excluding perquisites) during the twenty-four month period commencing on the date of such termination; and (iii) all outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.3 and 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination.
