Involuntary or Constructive Termination. In the event that the Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause or by the Executive for Good Reason in connection with or within two years after a Change in Control, the Executive shall be entitled to the following payments and other benefits:
Involuntary or Constructive Termination. Involuntary or Constructive Termination" shall mean (i) without the Executive's express written consent, the assignment to the Executive of any duties or the significant reduction of the Executive's duties, either of which is inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; (ii) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (v) the relocation of the Executive to a facility or a location more than 30 miles from the Executive's then present location, without the Executive's express written consent; (vi) any purported termination of the Executive by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8 below.
Involuntary or Constructive Termination. If the Executive's employment terminates as a result of Involuntary or Constructive Termination (defined in section 7(c)) other than for Cause (defined in section 7(a)), then the Executive shall be entitled to receive (i) the Executive's Annual Salary for twenty-four (24) months plus an amount equal to the bonus the Executive would have earned had he been employed by the Company at the end of the calendar year multiplied by a fraction (x) the numerator of which is the number of completed months in that year, and (y) the denominator of which is twelve (12) (the "Current Bonus") and (ii) in addition to the Executive's stock options that were exercisable immediately prior to such termination, the vesting of additional options shall accelerate in full and become exercisable by the Executive or the Executive's representative, as the case may be for one year from the Executive's termination date and (iii) COBRA coverage (Medical, Dental and Vision) paid for the Company for eighteen (18) months from the Executive's termination date if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA.
Involuntary or Constructive Termination. If the Executive's employment terminates as a result of Involuntary or Constructive Termination other than for Cause, then the Executive shall be entitled to receive severance pay in an amount equal to two (2) times the Executive's Base Compensation for the year coinciding with the year of termination, plus an amount equal to the bonus the Executive would have earned had he been employed by the Company at the end of such year multiplied by a fraction (x) the numerator of which is the number of completed months in that year, and (y) the denominator of which is twelve (12) (the "Current Bonus"). Any severance payments except for the Current Bonus to which the Executive is entitled pursuant to this Section shall be paid in a lump sum within thirty (30) days of the Executive's termination. The Current Bonus to which the Executive is entitled pursuant to this Section shall be paid in a lump sum within thirty (30) days of the date that the Company's audit is complete for such year.
Involuntary or Constructive Termination. Following a Change of Control.
Involuntary or Constructive Termination. Involuntary or Constructive Termination" shall mean (i) without the Employee's express written consent, the assignment to the Employee of any duties or the significant reduction of the Employee's duties, either of which is inconsistent with the Employee's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Employee from such position and responsibilities; (ii) without the Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the Base Compensation of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, any relocation of the Employee's job or office more than 40 miles from the Employee's then current job or office; (vi) any purported termination of the Employee by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 5 below.
Involuntary or Constructive Termination. If at any time during the term of this Agreement, other than following a Change in Control, the Company terminates the employment of Executive involuntarily and without Cause or a Constructive Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of twenty-four (24) months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) a bonus payment of $500,000, representing two times the amount of the bonus paid to Executive in April 2001 for fiscal year 2000, (C) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than eighteen (18) months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, (D) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive but only to the extent such options were vested as of the Termination Date; and (E) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the non-competition agreement set forth in Section 7 of this Agreement during the twelve (12) month period following the Termination Date, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination Date.
Involuntary or Constructive Termination. Involuntary or Constructive Termination" shall mean (i) without the Executive's express written consent, the assignment to the Executive of any duties inconsistent with the Executive's position with the Company and responsibilities in effect immediately prior to such assignment; (ii) without the Executive's express written consent, the removal of the Executive from the Executive's position as Vice President, Finance/Chief Financial Officer/Treasurer of the Company; (iii) without the Executive's express written consent, the reduction of the Executive's duties with respect to the financial, accounting and treasury functions of the Company (the "CFO Functions"); (iv) the reduction of the Executive's duties with respect to functions other than the CFO Functions; provided, however, that if there are valid business reasons for requesting such a reduction of the Executive's duties, the Company shall have the right to request Executive's express written consent, and such consent shall not be unreasonably delayed or withheld by the Executive; (v) without the Executive's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites available to the Executive immediately prior to such reduction; (vi) a reduction by the Company in the Base Compensation of the Executive as in effect immediately prior to such reduction; (vii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; (viii) without the Executive's express written consent, any relocation of the Executive's job or office more than 40 miles from the Executive's then current job or office; (ix) any termination of the Executive's employment by the Company other than for Cause or as a result of the Executive's death or Disability, or any purported termination for which the grounds relied upon are not valid; (x) any breach by the Company of its obligations under this Agreement, including but not limited to any failure to timely pay salary or benefits; or (xi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 9 below.
Involuntary or Constructive Termination. If the Executive’s employment with the Company is terminated involuntarily by the Company other than for “Cause” (as defined below) or by the Executive pursuant to a Constructive Termination, and the Executive signs and does not revoke a release of claims agreement substantially in the form attached to this Agreement as Exhibit A upon termination of his employment with the Company, then, subject to Section 11, the Executive will be entitled to (i) receive a severance payment equal to two times his Base Salary (as then in effect) and (ii) continued payment by the Company of the group health continuation coverage premiums for the Executive and the Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (x) 24 months from the effective date of such termination, (y) the date upon which the Executive and the Executive’s eligible dependents become covered under similar plans, or (z) the date the Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); provided, however, that the Executive will be solely responsible for electing such coverage within the required time periods. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated as a result of a Change of Control (as defined below), the severance payments provided for in subsection (i) above will not exceed one percent (1%) of the aggregate consideration payable to the holders of the Company’s Preferred Stock upon a liquidation of the Company as set forth in Article III.2 of the Company’s Articles of Incorporation, as amended. The Company shall pay the severance payment provided for above to the Executive in cash and as follows: one half not later than 30 calendar days following the effective date of the Executive’s termination and one half not later than 12 months following the effective date of the Executive’s termination.
Involuntary or Constructive Termination. If at any time during the term of this Agreement, the Company terminates the employment of Executive involuntarily and without Cause or a Constructive Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of twelve (12) months following the Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than eighteen (18) months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, and (D) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the non-competition agreement set forth in Section 12 during the twelve (12) month period following the Termination Date, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relate to any period following the Termination Date.
