Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,
Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination.
Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the employment of the Executive at any time without Cause by giving the Executive written notice of such termination within ten (10) business days prior to the effective date of such termination. The Executive may terminate his employment by the Company at any time for Good Reason by giving the Company written notice of such termination within ten (10) business days prior to the effective date of such termination.
Termination by the Company without Cause; Termination by the Executive for Good Reason. During the Term, the Company may terminate the Term of this Agreement and the Executive’s employment without Cause, and the Executive may terminate the Term of this Agreement and his employment for Good Reason.
Termination by the Company without Cause; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company without Cause (including due to the Company’s non-extension of the Term pursuant to Section 1.1 hereof) or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to (A) the Severance Amount and (B) the Target Pro Rata Bonus (together with the Severance Amount, the “Severance Payments”).
Termination by the Company without Cause; Termination by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company written notice in the manner set forth below. In the event that during the Term the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), or by the Executive for Good Reason, in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g)), the Executive shall be entitled to:
Termination by the Company without Cause; Termination by the Executive for Good Reason. In the Event that the Executive's employment is terminated by the Company without Cause pursuant to Paragraph 5(d) or by the Executive for Good Reason pursuant to Paragraph 5(e), the Company shall pay the following amounts to the Executive:
Termination by the Company without Cause; Termination by the Executive for Good Reason. During the Term, the Company shall be entitled to terminate Executive’s employment without Cause (as defined below), and the Executive is also entitled to terminate his employment for Good Reason (as defined below), in which case Executive shall be entitled to receive the following severance benefits (the “Severance Payments”), in addition to accrued salary and bonus, and accrued and unused vacation, through Executive’s last day of employment: (i) Executive shall be entitled to severance pay in the form of continuation of Executive’s Base Salary in effect on the effective date of termination for a period of twelve (12) months after the date of such termination, to be paid periodically in accordance with the Company’s normal payroll practices and subject to standard payroll deductions and withholdings; (ii) if Executive timely elects continued coverage under COBRA, then (A) the Company shall make such COBRA coverage (or equivalent medical benefits after the termination of COBRA) available for at least 18 months following termination and (B) the Company shall pay the COBRA premiums necessary to continue Executive’s medical insurance coverage in effect on the termination date for a period of twelve (12) months following Executive’s termination (provided that such COBRA continuation and reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees); and (iii) a pro-rata portion of the Executive’s annual target bonus for the calendar year in which the termination occurs. Notwithstanding the foregoing, all Severance Payments under this Agreement are conditional on Executive (i) complying with the provisions of Section 7 below, and (ii) delivering prior to receipt of such severance payments, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and their respective directors, officers and stockholders in a form acceptable to the Company or its successor. In the event that the Company determines that any severance benefit provided hereunder fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code (“Code”) as a result of Section 409A(a)(2)(B)(i) of the Code, then if an accelerated payment of such benefits would cause such benefit not to be subject to the provisions of Section 409A(a)(1) of the Code, the payment of such benefits shall be accelerated to the minimum extent necessary so that the benefit is not subj...
Termination by the Company without Cause; Termination by the Executive for Good Reason. Termination at the end of a Term after the Company provides notice of Non- Renewal.
Termination by the Company without Cause; Termination by the Executive for Good Reason. (c) The Company may terminate the employment of the Executive hereunder at any time during the Term without "Cause' (a "Termination Without Cause') and upon such termination the Term shall terminate. It is expressly acknowledged that non-extension of the Term and the Company' notifying the Executive that it does not wish to extend the Term shall constitute a Type I
