Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of 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 either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following:
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following:
Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "Severance Payment") in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.
Termination without Cause or Resignation with Good Reason. In the event of (i) the termination of the employment of the Executive without Cause (for any reason other than by death or Disability) or (ii) the resignation of the Executive from the Company for Good Reason, the Company shall pay or provide to the Executive the following:
Termination without Cause or Resignation with Good Reason. (i) If Employee’s employment shall terminate without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(v) due to Employee’s resignation for Good Reason, then, subject to Employee signing on or before the 45th day following Employee’s Separation from Service (as defined below), and not revoking, a release of claims in the form attached as Exhibit A to this Agreement (the “Release”), and Employee’s continued compliance with Sections 5 and 6, Employee shall receive, in addition to payments and benefits set forth in Section 3(c), the following:
Termination without Cause or Resignation with Good Reason. If, during the Employment Period, the Company terminates your employment without Cause (defined below) or you resign with Good Reason (defined below), in addition to the amounts described in Section 6(a), the Company will pay to you the following, subject to compliance with Section 6(b)(iii):
Termination without Cause or Resignation with Good Reason. In the event Executive's employment is involuntarily terminated by Company without Cause or by Executive's resignation with Good Reason during the Employment Period, Company shall (i) pay the Executive the payment described in Section 3(d)(ii), if any, (ii) continue to provide Executive the base salary described in Section 3 hereof for a period of one year from the date of termination and (iii) pay an annual bonus for the year in which the date of termination occurs at the time bonuses for such year are paid to executives generally, determined on the basis of performance factor one (or similar target performance level). Executive will be deemed to have "Good Reason" to resign in the event (A) a significant reduction in Executive's duties from those described in Section 2 above occurs, other than by reason of the Company becoming an affiliate of Parent and ceasing to be a public corporation as a result of the transactions contemplated by the Merger Agreement, or (B) a material breach by the Parent or Company of its obligations under Section 3 or 4 of this Agreement occurs, and such reduction or breach continues after written notice thereof and a reasonable opportunity to cure of not less than 30 days has been provided by the Executive to the Parent and Company.
Termination without Cause or Resignation with Good Reason. (a) If the Executive is involuntarily terminated by the Company for any reason other than Disability, Retirement or Death, or Cause, provided that such termination of employment constitutes a “Separation from Service” (as defined in Section 26 below) the termination shall be Without Cause. If the Executive resigns from the Company after a failure to elect or re-elect, or to appoint or re-appoint, Executive as a senior executive officer of the Company, or after a material breach of this Agreement by the Company the resignation will be with Good Reason.
Termination without Cause or Resignation with Good Reason. Other than in the case of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section VII(K) below, if the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, then Executive shall be entitled to receive the following termination payments:
