Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event (i) the Company terminates Executive's employment for any reason other than Cause or (ii) Executive terminates his employment for Good Reason, the Company shall pay to Executive (A) the unpaid salary through the end of the Employment Period remaining (assuming no such termination occurred) and (B) a pro-rata portion, based upon the number of days in the period beginning with January 1 of the calendar year in which such termination occurred and ending with the date the Employment Period ends (assuming such termination did not occur), of the average annual amount of incentive compensation payments paid to Executive during each previous year of Executive's employment hereunder. The aforesaid amount shall be payable, at the option of Executive, either (i) in full immediately upon such termination or (ii) monthly over the remainder of the Employment Period. In addition, Executive shall be entitled (i) at the option of Executive, within ninety (90) days of the date of such termination, to exercise any options which have vested (including, without limitation, by acceleration in accordance with the terms of the applicable option grant agreement or plan) and are exercisable in accordance with the terms of the applicable option grant agreement or plan, it being agreed and understood that this Agreement does not require the Company to issue options to Executive, (ii) to retain any Restricted Shares previously awarded to Executive pursuant to this Agreement and the Restricted Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully vested on the date of termination, and (iii) to retain any shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan which are no longer pledged as collateral for the outstanding balance of the Stock Acquisition Loan and any Acquisition Loan Tax Gross-Up Payments applicable to Forgiven Amounts and to retain the balance of the shares of Common Stock which are still pledged as collateral for the outstanding balance of the Stock Acquisition Loan, provided, that Executive immediately repays to the Company the outstanding balance of the Stock Acquisition Loan including interest accrued thereon through the date of termination. Except for any rights which Executive may have to unpaid salary amounts through the end of the Employment Period, the Pro-Rata Portion of Incentive Compensation, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments,...
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to the following; provided that the Executive delivers to the Company a valid release substantially in the form attached hereto as Exhibit A.
Termination of Employment by the Company without Cause or by the Executive for Good Reason. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated (i) by the Company without Cause, or (ii) by the Executive for Good Reason and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 8 of this Agreement, then the Executive (or his estate following the Executive’s death) shall receive:
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive shall receive the following from the Company: (i) the Accrued Rights, (ii) an aggregate amount equal to twelve (12) months the Executive’s then Base Salary payable in equal installments across the Company’s then normal payroll schedule and (iii) twelve (12) months of the monthly premium payment to continue the Executive’s (and the Executive’s family’s) existing group health, dental coverage and vision, calculated under the applicable provisions of COBRA, and calculated without regard to whether the Executive actually elects such continuation coverage (the “COBRA Benefits”) (collectively, (i) through (iii) being the “Involuntary Termination Severance Benefits”).
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive the following: (a) immediately after the Date of Termination in a lump-sum in immediately available funds, an amount equal to the sum of (i) the Executive's Accrued Annual Base Salary, and (ii) any Accrued Annual Incentive Bonus, and (iii) the Executive's Prorata Annual Incentive Bonus; (b) immediately after the Date of Termination in a lump-sum in immediately available funds, an amount equal to the product of (i) the number of years (stated as whole and fractional years) remaining in the Contract Term as of the Date of Termination, multiplied by (ii) the sum of the Annual Base Salary and the Target Bonus; (c) immediately after the Date of Termination in a lump-sum in immediately available funds, the total amount (if any) of the Executive's unvested benefits under any Company sponsored plan or program which is forfeited on account of the Executive's employment being terminated; and (d) the benefits (or if not available the economic equivalent of the benefits) described in Sections 6.1, 6.2 and 6.3 to which Executive is entitled as of the Date of Termination shall be continued for the period described in clause (b)(i) above, or at the election of the Executive, an immediate lump-sum cash payment equal to the value of such benefits provided that, with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits.
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If, other than during the two-year period following a Change in Control, there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason, the Company's sole obligations to Executive under Articles IV, V and VI and the Annual Incentive Plan shall be as set forth in this Section 7.3. The Executive shall receive the following:
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If, before the end of the Contract Term, there is a Termination of Employment Without Cause or a Termination of Employment by the Executive for Good Reason:
Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment by the Company without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to twelve (12) months of the Executive’s Monthly Base Salary. In addition to the foregoing benefits, Executive shall be entitled to participate, for twelve (12) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such twelve (12) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income. The Executive’s entitlement to any termination benefits pursuant to this Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.
Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event (i) the Company terminates Executive's employment for any reason other than Cause or (ii) Executive terminates his employment for Good Reason, the Company shall pay to Executive and Executive shall be entitled to all the payments and rights Executive would have had if Executive's employment had been terminated due to Disability as set forth in sub-paragraph 4(b) (including all benefits under this Agreement and the Restricted Share Agreement), except that Executive must exercise any options which have vested within ninety (90) days of the date of termination. Except for any rights which Executive may have to unpaid salary amounts through the end of the Employment Period, the Pro-Rata Portion of Incentive Compensation, vested options, and Restricted Shares (and full vesting thereof) and the Termination Restricted Share Tax Gross-Up Payment, all as set forth above, the Company shall have no further obligations hereunder following such termination.
Termination of Employment by the Company without Cause or by the Executive for Good Reason. In the event of a termination of the Executive's employment during the Six-Month Period (I) by the Company (or its successor) other than for Willful Misconduct (as defined in the Incentive Bonus Plan) or (II) by the Executive for Good Reason (other than pursuant to clause (iv) of the definition of Good Reason), or in the event the Executive's employment has not terminated as of the end of the Six-Month Period, the Company shall pay to the Executive a lump sum payment of an amount equal to:
