Premature Termination (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion or benefits accrued as of the date of termination.
Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.
Optional Repurchase Series Termination 36 Section 7.01. ...............................
Payment Upon Termination Termination of this Agreement shall not affect the right of the Adviser to receive payment on any unpaid balance of the compensation described in Section 2 earned prior to such termination.
Procedure Upon Optional Termination (a) In case of any Optional Termination pursuant to Section 11.01, the Terminating Entity shall, at least twenty days prior to the date notice is to be mailed to the affected Certificateholders notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to Section 11.01 hereof and of the Optional Termination Date.
Delivery upon Termination Upon termination of Manager's employment with the Company for any reason, Manager shall promptly deliver to the Company all correspondence, files, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, and any other documents or data concerning the Company's or any affiliate’s customers, database, business plan, marketing strategies, processes or other materials which contain Confidential Information, together with all other property of the Company or any affiliate in Manager's possession, custody or control. ARTICLE SIX
Early Termination of Services Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual services within this schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees of 75% of monthly costs shall be charged each month for 3 months.
Procedure Upon Termination In the event of termination by Buyer or Seller, as applicable, pursuant to Section 6.1 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated without further action by Buyer or Seller. If the transactions contemplated by this Agreement are so terminated:
Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).
Payment on Termination If Employee's employment is terminated by Employee with or without cause, or by Bank with or without cause, Employee shall be paid all base salary and benefits accrued under the Agreement as of the termination date.
