Regular Severance Sample Clauses
Regular Severance. If the Executive experiences a Termination of Employment, either by the Employer without Cause pursuant to Section 4.1(a)(2) or by the Executive with Good Reason pursuant to Section 4.1(b)(2), during the Term but prior to a Change in Control or more than twelve (12) months following a Change of Control, the Employer shall pay the Executive as liquidated damages, in lieu of all other claims and payments under this Agreement, severance equal to the Annual Base Salary in effect on the date of the Executive’s Termination of Employment payable over twelve (12) months, plus an amount equal to the monthly Employer subsidy for health insurance premiums and disability premiums for then active employees for twelve (12) months. Any severance payable pursuant to this Section 4.2 shall be paid in substantially equal increments in cash in accordance with the Employer’s regular payroll practices, but no less frequently than monthly, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment. All payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment.
Regular Severance. In the event that outside the Change of Control Period eHealth terminates Executive’s employment for reasons other than “Cause,” or in the event Executive resigns as a result of “Good Reason,” Executive will receive:
(i) Lump sum payment equal to 24 months’ Base Salary;
(ii) A pro-rated target bonus for the year in which the termination occurs (and, if actual performance for the year exceeds target and the date of termination is July 1 or later, the remainder of the target bonus for such year, paid when bonuses are paid to other executives);
(iii) Any unpaid bonus with respect to the prior year, based on actual performance;
(iv) COBRA reimbursement for Executive and Executive’s eligible dependents for 18 months following such termination (if eHealth cannot provide the benefit without violating Section 2716 of the Public Health Service Act, eHealth will, in lieu continuing benefits, provide Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the last date of employment with eHealth, which will be made regardless of whether Executive elects COBRA continuation coverage);
(v) Executive will be granted 12 additional months of vesting credit, with respect to any time based Options and/or RSU Awards that are not subject to performance conditions (with such vesting being calculated as if the award had been subject to monthly vesting); provided, however, that the Starting RSUs will vest in full.
(vi) Any performance Options or RSU Awards that have satisfied the stock price goal, but for which the service-based vesting had not yet been satisfied, will vest, and the remainder of the performance awards that have not satisfied the stock price goals will terminate and be cancelled for no consideration, except as set forth on Exhibit A. Change of Control Severance: In the event that within the Change of Control Period eHealth, or its successor company, terminates Executive’s employment for reasons other than “Cause,” or in the event Executive resigns as a result of “Good Reason,” Executive will receive:
(i) a lump-sum equal to the sum of (A) 24 months of Base Salary and (B) two times Executive’s then-current target bonus;
(ii) Any unpaid bonus with respect to the prior year, based on actual performance;
(iii) COBRA reimbursement for Executive and Executive’s eligible dependents for 18 months following such termination (if eHealth cannot provide the b...
Regular Severance. If the Employee’s employment is terminated by the Bank for any reason other than for Cause, Disability or death, or if the Employee resigns for Good Reason, and such termination occurs both: (x) prior to the five year anniversary of the Effective Date, and (y) either prior to a Change in Control (as defined below), or more than 24 months after a Change in Control, then subject to the Employee signing a separation agreement to be proposed by the Bank, which shall be substantially in the form attached hereto as Exhibit B, amended as reasonably necessary based on applicable law (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 45 days after the date of termination, the Bank shall pay to the Employee a severance amount equal to two times the sum of (i) the Employee’s annual base salary as of the date of termination and (ii) the Average Bonus. The Average Bonus shall mean the average of the Bank’s two most recent awards of a Bonus (as defined in this Agreement) to the Employee. If the termination occurs after one Bonus award but not two, the Average Bonus shall mean such Bonus award. If the termination occurs before any Bonus award by the Bank, the Bank shall determine the Average Bonus in its reasonable discretion. For the avoidance of doubt, if the Bank makes a determination to award no Bonus to the Employee for a year, such determination shall be considered to result in a Bonus award of Zero Dollars and that shall be the amount used in calculating the Average Bonus. The amount payable pursuant to this paragraph shall be paid in a lump sum within 45 days of the date of termination; provided, however, that if the 45-day period begins in one calendar year and ends in a second calendar year, such amount shall be paid in the second calendar year no later than the last day of such 45-day period.
Regular Severance. Should Executive's employment with the ----------------- Corporation terminate (i) by reason of an Involuntary Termination in the absence of a Change in Control, or (ii) by reason of an Involuntary Termination more than twelve (12) months after a Change in Control, then Executive shall become entitled to receive the following:
Regular Severance. If the Employment Period ends early pursuant to paragraph 5 on account of a Qualifying Termination, the Company shall continue to pay Executive his Base Salary at the time of such termination for a period of twelve (12) months following such termination in accordance with the Company’s normal payroll practices. In addition, Executive shall be entitled to an amount equal to the product of (A) the annual bonus Executive would have been entitled to receive pursuant to subparagraph 4(b) had Executive’s employment continued until the end of the calendar year in which the Termination Without Cause or the Termination For Good Reason occurs, based on the Company’s performance, as determined by the Board, through the date of Executive’s termination of employment (up to a maximum amount equal to 50% of Executive’s Base Salary), multiplied by (B) a fraction, the numerator of which is the number of days that Executive was employed by the Company during the calendar year in which Executive’s Termination Without Cause (which includes the Company’s giving notice pursuant to subparagraph 5(b) that the Employment Period will not be extended) or Termination For Good Reason occurs, and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall be payable in cash in equal installments over the 12-month period following Executive’s Qualifying Termination in accordance with the Company’s normal payroll practices. Further, if Executive and/or his eligible dependents elects continuation coverage under the Company’s medical plan pursuant to COBRA, the Company shall reimburse Executive (provided such reimbursement does not result in any taxes or penalties for the Company) for the full amount of Executive’s COBRA premium payments for such coverage for Executive until the earlier of (i) Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (ii) the date that is twelve (12) months following the Qualifying Termination.
Regular Severance