Termination Without Cause by Employer. Employer may terminate Employee’s employment at any time without Cause (as defined in Section 5(c) below) by giving prior, written notice to Employee. In such case, Employer shall pay the Annual Salary to Employee for a twelve month period following termination of employment plus pro rata performance bonus, accrued vacation and fringe benefits. Employer shall pay Employee, on the same pay dates on which and in the same manner by which it pays its current employees. All stock options granted but not vested at such time shall immediately become fully vested in Employee. For purposes of calculating the performance bonus, if same is due to Employee in the event of such termination, Employer shall apply the same percentage of performance bonus paid in the fiscal year preceding the fiscal year during which the termination becomes effective, prorated for the portion of the fiscal year that transpired prior to the termination.
Termination Without Cause by Employer. If the Employment Period is terminated by Employer without Cause pursuant to the provisions of Section 5.2 hereof, Employer will pay to Executive his Base Salary through the date of termination on the next regular pay date and a lump sum payment equal to the product of (x) Executive’s Base Salary and Bonus (or portion thereof), if any, paid for the most recent Bonus Year multiplied by (y) the number of years (and fractional portions thereof) remaining in the Extended Employment Period, if termination occurs during the Extended Employment Period (such payment hereinafter referred to as a "Severance Payment"). In calculating the Severance Payment, such payment shall include adjustments in Base Salary (as set forth in Section 4.1) that would have occurred during the remainder of the Extended Employment Period, as the case may be, had Executive's employment not been terminated. In addition, provided the date of termination under Section 5.2 is after the end of a calendar year for which a Bonus is payable, but prior to the date of payment, Employer shall also pay to Executive the Bonus for such Bonus Year. Further, Employer shall have the obligation to continue the benefits provided for in Section 4 past the date of termination through the balance of the Initial Employment Period if termination occurs during such period or the Extended Employment Period remaining as the care may be, at the time of termination.
Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with Section 4.7. If Employer terminates Executive’s employment without Cause at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Severance if and only if within sixty (60) days following termination of employment (the “Release Period”) Executive has executed and delivered to Employer the General Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effective, and so long as Executive has not revoked or breac...
Termination Without Cause by Employer. Employer, in its discretion and for any reason, may terminate this Agreement at any time by delivering written notice to Employee prior to such intended termination ("Termination Date"). This Agreement shall terminate on the Termination Date and the Parties shall have no further duties or obligations to each other, provided, however, that (i) Employer shall for the remaining portion of the Term following the Termination Date continue to pay Employee the base compensation specified and as scheduled in Section 3.01, (ii) Employer shall pay Employee for each pay period for the remaining portion of the Term an amount equal to one/twenty-fourth of the bonus received by Employee for the year prior to the Termination Date, and (iii) Employer shall pay Employee at the end of the Term a lump sum amount equal to the bonus received by Employee for the year prior to the Termination Date multiplied by a fraction the numerator of which is the number of days in the year prior to the Termination Date and the denominator is 365.
Termination Without Cause by Employer. Employer may terminate Executive's employment without Cause at any time. If Employer terminates Executive's employment without Cause, Executive shall be entitled to receive the Standard Entitlements. In addition to the above, in the event that (i) Employer terminates Executive's employment without Cause during the Employment Term, and (ii) Executive complies with all of the conditions in paragraph 5.2.1 below, Executive will be entitled to an aggregate severance payment equal to Executive's then Base Salary, payable on a pro-rated basis in accordance with Employer's regular payroll practices for the twelve (12) months immediately following such termination date (the "Severance Payment"). Upon Executive's termination without Cause, subject to the conditions specified above, any shares of Common Stock underlying Executive's then outstanding stock options that otherwise would vest during the twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the date of such termination, and such stock options may be exercised in whole or in part at any time within thirty (30) days of the date of such termination without Cause. In the event of such termination without Cause, all of Employer's other obligations pursuant to this Agreement shall terminate automatically and extinguish completely following the date of such termination without Cause.
Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause upon notice to Executive provided in accordance with
Termination Without Cause by Employer may terminate Executive's employment under this Agreement without cause provided that Employer gives Executive at least six (6) months' notice of termination without cause in writing. If such notice is given, Employer shall pay Executive all compensation and benefits then required by this Agreement as they come due during that six-month period, and Executive's Plan benefits referred to in Section 3.2 above shaII vest in accordance with the Plan's vesting rules. Employer may reduce or require no further services from Executive during all or a portion of the six-month period.
Termination Without Cause by Employer. If the Company terminates this Agreement without Cause, Employee shall receive his Salary for an additional six (6) months and shall receive any equity compensation or bonus compensation prorated up until the Termination Date, provided, however, that any equity compensation or bonus compensation shall be at the discretion of the Board of Directors unless otherwise provided for on Exhibit A.
Termination Without Cause by Employer. Employer, in its discretion and for any reason, may terminate this Agreement at any time by delivering written notice to employee at least thirty (30) days prior to such intended termination ("Termination Date"). This Agreement shall terminate on the Termination Date and, except as provided under this section the Parties shall have no further duties or obligations to each other hereunder. Employer shall pay to Employee all amounts accrued under Section 3.01, 3.03 and 3.04 through the date of such termination but not previously paid to Employee and shall further pay to Employee (i) an amount equal to one-hundred twenty five percent (125%) of twelve months of the Base Compensation then in effect. Employer shall also continue employee's benefits as set forth in Section 3.02 for twelve months after the Termination Date.
Termination Without Cause by Employer. (1) Employee's employment by Employer hereunder shall be terminated automatically upon the occurrence of any of the following events: (i) the death of Employee; (ii) the voluntary or involuntary dissolution of Employer; or (iii) an adjudication of the Employee's insanity or incompetency, the appointment of a committee or guardian for the Employee as the result of the Employee's physical or mental incapacity; (iv) the imposition of any legal restriction that prevents Employee from performing employment services in accordance with this Agreement , or (v) the determination by Employer that Employee is disabled and is unable to effectively and competently perform his duties in accordance with this Agreement.
