Termination by the Company without Due Cause. The Company may terminate the Employment Period without Due Cause upon thirty (30) days' prior written notice. If the Employment Period is terminated pursuant to this SECTION 9(D), then Executive will be entitled to receive as severance pay the Executive's Base Salary plus benefits (at the same cost to the Executive as in effect immediately prior to such termination of employment) for a period of six (6) months, payable at the Company's regular payroll intervals. Notwithstanding the above, Executive shall receive such amounts only if Executive is not in material breach of any of the provisions of the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement. Except as set forth in the first sentence of this SECTION 9(D) and as otherwise described in the Subscription Agreement, if the Employment Period is terminated pursuant to this SECTION 9(D), the Company shall have no further obligation to Executive.
Termination by the Company without Due Cause. The Company may terminate the Employment Period without Due Cause upon thirty (30) days’ prior written notice. If the Employment Period is terminated pursuant to this Section 11(d), then Executive will be entitled to receive as severance pay his Base Salary at the annual rate then in effect for a period of twelve (12) months following the termination of his employment (the “Severance Period”), payable in accordance with the Company’s payroll policy from time to time in effect. Upon a termination under this Section 11(d), the Company may elect, within thirty (30) days of the termination of the Employment Period, to extend the duration of the Restricted Period for up to an additional twelve (12) month period by so notifying Executive. If the Company elects to extend the Restricted Period, the amount of severance pay shall be increased by one-twelfth (1/12) of his Base Salary, at the annual rate then in effect, for each month by which the Restricted Period is extended. In addition, if the Executive elects COBRA continuation coverage, the Company shall pay for such coverage through the Severance Period at the same rate as it pays for health insurance coverage for its active employees (with the Executive required to pay for any employee paid portion of such coverage). Nothing herein provided, however, shall be construed to extend the period of time over which such COBRA continuation coverage otherwise may be provided to the Executive and/or her dependents. Notwithstanding the above, Executive shall receive such amounts only if Executive is not in material breach of any of the provisions of the Confidentiality, Inventions and Non-Solicitation Agreement and Section 9 of this Employment Agreement and has complied with Section 11(f) of this Employment Agreement.
Termination by the Company without Due Cause. The Company may terminate Executive's employment with UnionTools prior to the end of the Employment Period without Due Cause upon thirty (30) days' prior written notice. If the Employment Period is terminated pursuant to this Section 9(d) by the Company without Due Cause (other than by reason of death or Permanent Disability), then Executive will be entitled to receive (i) the Accrued Benefits and (ii) a severance amount equal to $840,000 (the "Severance Payment"), payable in twelve (12) monthly installments.
Termination by the Company without Due Cause. The foregoing notwithstanding, the Company may terminate the Executive’s employment during the Term for any other reason it deems appropriate. If the Executive’s termination is not due to the circumstances provided in Sections 5(b) or (c) (other than a non-renewal under section 2 hereof), then the Company shall pay the Executive: (i) all accrued and unpaid Base Salary and Bonus Compensation (the Equity portion of which shall vest immediately) for services rendered by the Executive through the effective date of termination (the “Without Due Cause Termination Date”), and (ii) severance pay in the form of continued payment of the Executive’s Base Salary (at the rate in effect on the Without Due Cause Termination Date) in an amount equal to one month of Base Salary for each month of the balance of the year in which the termination occurs, but not less than an amount equal to six (6) months thereof; provided, however, such severance pay shall be paid in accordance with the Company’s customary payroll practices.
Termination by the Company without Due Cause. The other provisions of this Agreement notwithstanding, the Company may terminate Xxxxxxx’x employment and this Agreement at any time for whatever reason it deems appropriate, without Due Cause and with or without prior notice. In the event of such a termination of Xxxxxxx’x employment and this Agreement, Xxxxxxx shall have no further obligations of any kind under or arising out of the Agreement and the Company shall be obligated only to pay Xxxxxxx as xxxxxxxxx, the following: (a) a lump sum payment equal to the aggregate amount of Base Salary at the rate then in effect for the period from the date of termination through December 31, 2012, or an amount equal to the sum of one (1) year’s Base Salary, whichever is greater, and any annual incentive bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, (b) the aggregate bonus amounts due under the appropriate bonus plans or programs for the period from the date of termination through December 31, 2012, payable in accordance with, and at the time provided for under, the appropriate bonus plan or program or an amount equal to three (3) times the sum of annual Base Salary, whichever is greater, and (c) a cash amount equal to either (i) two times the cash value of the restricted stock award granted to Xxxxxxx on February 24, 2011, if Xxxxxxx’x termination of employment occurs prior to the Committee’s grant of restricted stock awards under the Stock Plan in February, 2012, or (ii) the cash value of the restricted stock award granted to Xxxxxxx in February, 2012, if Xxxxxxx’x termination of employment occurs after the Committee’s grant of restricted stock awards under the Stock Plan in February, 2012 but prior to the Committee’s grant of restricted stock awards under the Stock Plan in December, 2012. As a condition precedent to Xxxxxxx’x receipt of the payments described in this Section 8.4, Xxxxxxx shall execute a general release and waiver on behalf of the Company and its affiliates in a form acceptable to the Company. Xxxxxxx shall be entitled to all rights and benefits accrued up to the date of termination under the stock option plans, stock incentive plans, retirement plan, supplemental plan and other benefit plans and programs of the Company and/or Everest Reinsurance Company in which Xxxxxxx is a participant, as determined in accordance with the terms and provisions of such plans and programs; provided, however, that Xxxxxxx shall cease to be ...
Termination by the Company without Due Cause. The Company may terminate the Employment Period without Due Cause upon thirty (30) days’ prior written notice. If the Employment Period is terminated pursuant to this Section 9(d), then Executive will be entitled to receive (i) the Accrued Benefits and (ii) the Executive’s Base Salary plus benefits (at the same cost to the Executive as in effect immediately prior to such termination of employment) for a period of twelve (12) months, payable at the Company’s regular payroll intervals. Notwithstanding the above, Executive shall receive such severance payment only if Executive is not in material breach of any of the provisions of the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement. Except as set forth in this Section 9(d) and as otherwise described in the Subscription Agreements, if the Employment Period is terminated pursuant to this Section 9(d), the Company shall have no further obligation to Executive.
Termination by the Company without Due Cause. The Company may terminate Executive's employment with the Company without Due Cause upon thirty (30) days' prior written notice. If the Employment Period is terminated pursuant to this Section 9(d) by the Company without Due Cause (other than by reason of death or Permanent Disability) within one (1) year of the Closing Date, then Executive will be entitled to receive (i) the Accrued Benefits, (ii) a severance amount equal to $1,000,000, payable in twelve (12) monthly installments, and (iii) reimbursement for outplacement services expenses up to $25,000 during the one year period following Executive's termination of employment with the Company. If the Company terminates Executive's employment without Due Cause (other than by reason of death or Permanent Disability) after the first anniversary of the Closing Date, then Executive shall be entitled to receive the benefits described in (i) and (iii) above and a severance amount equal to $500,000, payable in twelve (12) monthly installments.
Termination by the Company without Due Cause. The other provisions of this Agreement notwithstanding, the Company may terminate Xxxxxxx’x employment and this Agreement at any time for whatever reason it deems appropriate, without Due Cause and with or without prior notice. In the event of such a termination of Xxxxxxx’x employment and this Agreement, Xxxxxxx shall have no further obligations of any kind under or arising out of the Agreement and the Company shall be obligated only to pay Xxxxxxx as severance as soon after such termination as reasonably possible the following: (a) the aggregate amount of Base Salary at the rate then in effect for the period from the date of termination through December 31, 2012, (b) the aggregate bonus amounts due under the appropriate bonus plans or programs for the period from the date of termination through December 31, 2012, payable in accordance with, and at the time provided for under, the appropriate bonus plan or program. As a condition precedent to Xxxxxxx’x receipt of the payments described in this Section 8.4, Xxxxxxx shall execute a general release and waiver on behalf of the Company and its affiliates in a form acceptable to the Company. Xxxxxxx shall be entitled to all rights and benefits accrued up to the date of termination under the stock option plans and benefit plans and programs of the Company and/or Everest Reinsurance Company in which Xxxxxxx is a participant, as determined in accordance with the terms and provisions of such plans and programs; provided, however, that Xxxxxxx shall cease to be an active participant in such plans and programs as of the date of termination.
Termination by the Company without Due Cause. The other provisions of this Agreement notwithstanding, the Company may terminate Xxxxxxx'x employment and this Agreement at any time for whatever reason it deems appropriate, without Due Cause and with or without prior notice. In the event of such a termination of Xxxxxxx'x employment and this Agreement, Xxxxxxx shall have no further obligations of any kind under or arising out of the Agreement and Company shall be obligated only to pay Xxxxxxx as severance as soon after such termination as reasonably possible the following: (a) the aggregate amount of Base Salary at the rate then in effect for the period from the date of termination through December 31, 2001, (b) the aggregate bonus amounts due under the appropriate bonus plans or programs for the period from the date of
Termination by the Company without Due Cause. The Company may terminate the Employment Period without Due Cause upon thirty (30) days’ prior written notice. If the Employment Period is terminated pursuant to this Section 9(d), then Executive will be entitled to receive (i) the Accrued Benefits and (ii) the Executive’s Base Salary plus benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (at the same cost to the Executive as in effect immediately prior to such termination of employment) for a period of twelve (12) months, payable at the Company’s regular payroll intervals. Notwithstanding the above, Executive shall receive such severance payment only if Executive is not in material breach of any of the provisions of the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement. Except as set forth in this Section 9(d), if the Employment Period is terminated pursuant to this Section 9(d), the Company shall have no further obligation to Executive.
