Discharge Without Cause or Resignation for Good Reason. If Employee is discharged without Cause or resigns for Good Reason:
Discharge Without Cause or Resignation for Good Reason. Employee shall receive from the Employer, provided (unless waived by the Employer) Employee executes (without subsequent revocation) a General Release (except that Employee shall not be obligated to do so following a Hostile Change in Control), in the event that Employee either: (A) is discharged without Cause and for reasons unrelated to his disability or death; or (B) resigns from the Employer for Good Reason within twelve (12) weeks of the occurrence of the event upon which Employee relies for claiming that his resignation is for Good Reason: His Base Compensation for the lesser of (A) 36 months or (B) the remainder of the Terms of this Agreement, but in no event less than 6 months, paid in accordance with the Employer's regular payroll practices then in effect.
Discharge Without Cause or Resignation for Good Reason. During the Term of this Agreement, if the Executive is discharged other than for (x) Cause (i.e., without Cause) or (y) disability, or if the Executive resigns with Good Reason:
Discharge Without Cause or Resignation for Good Reason. If Employee is discharged without Cause or resigns for Good Reason during the Term of the Agreement, Employee shall be entitled to severance pay and other benefits as follows:
Discharge Without Cause or Resignation for Good Reason. In the event of discharge without Cause or resignation for Good Reason, Employee shall receive (or in the case of Subsection 6(a)(iii) have paid on Employee’s behalf) from the Employer, provided (unless waived by the Employer) Employee executes and returns to the Employer within the time specified by the Employer (without subsequent revocation) an Agreement and General Release as described in Subsection 2(b) above (except that Employee shall not be obligated to do so following a Hostile Change in Control):
Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason during the Initial Term, Executive shall receive severance pay equal her Base Salary for six (6) months. The severance payment shall be payable in a lump sum as soon as practicable, but no later than 60 days of Executive’s termination of employment. The severance payment will be made provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, Executives and agents. Executive will also receive any vested benefits to which Executive is entitled under the Company’s compensation and Executive benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in those plans, including, but not limited to the company’s Stock Plan.
Discharge Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, discharge without Cause is any termination by K12 of EMPLOYEE’s employment hereunder without Cause, as defined in Section 4.4(a) hereof. K12 shall effectuate a discharge without Cause by giving EMPLOYEE a notice specifying the effective date of such discharge, which date shall not be earlier than thirty (30) days after the giving of notice. For the purposes of this Agreement, Good Reason shall mean: (i) a material diminution of EMPLOYEE’s authority, duties or responsibilities; or (ii) a material change in the geographic location at which EMPLOYEE must perform his personal services for K12 (at present, the Greater Washington, D.C. area); or (iii) a material breach of this Agreement by K12, so long as in each case EMPLOYEE shall have given K12 notice of the conduct he believes constituted the material diminution, change or breach within ninety (90) days of its occurrence and K12 shall have failed to remedy such diminution, change or breach within thirty (30) days thereafter. EMPLOYEE shall effect an employment termination by resignation for Good Reason by giving K12 a notice specifying the effective date of such employment termination.
Discharge Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause or Executive’s resigns for Good Reason, and Section 8 below does not apply, then Executive shall receive payment of (a) any unpaid base salary, reimbursement of expenses incurred, and unused vacation days accrued prior to the date of termination, to be paid within thirty (30) days after the date of termination, and (b) other unpaid vested amounts or benefits under Company compensation, incentive, and benefit plans, in accordance with the terms and provisions of such compensation, incentive, and benefit plans. In addition, upon Executive’s “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), (1) Executive shall receive a lump sum payment equal to the remainder of Executive’s base salary in Section 5(a) through the Expiration Date, which payment shall be paid within thirty (30) days after the date of termination, (2) Executive shall receive payment of COBRA premiums for Executive and Executive’s eligible dependents under the Company’s major medical group health plan on a monthly basis, beginning as of the date on which the first such COBRA premiums would be required of the Executive and continuing until the earlier of (x) the Expiration Date, or (y) the date that is eighteen (18) months from the date of termination under this Section 6(a)(iii), (3) Executive shall receive a lump sum payment of either (a) Six Hundred Sixty Thousand Dollars ($660,000.00) if the date of termination occurs on or before December 31, 2007, or (b) Three Hundred Thirty Thousand Dollars ($330,000.00) if the date of termination occurs during the period from January 1, 2008 through December 31, 2008, to be paid within thirty (30) days after the date of termination, and (4) all restricted stock shares previously granted to Executive shall immediately become fully vested as of the date of termination (subclauses (1)-(4) collectively, the “Without Cause/Good Reason Separation Benefits”). Executive’s right to receive the Without Cause/Good Reason Separation Benefits shall be subject to Section 9 below and the Separation Conditions set forth in Section 6(d) below.
Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of (i) the greater of (A) Executive’s Base Salary for the remainder of the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA medical payment applicable to Executive as of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination of employment and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be red...
Discharge Without Cause or Resignation for Good Reason. If the Executive is discharged other than for (x) Cause (i.e., without Cause) or (y) disability, or if the Executive resigns with Good Reason:
