Upon termination of Xx. Xxxxx'x employment during the Initial Period without cause pursuant to Section 9(a), or pursuant to Section 9(b), only, (at which time he shall cease to be an employee of the Company for all purposes), the Company will (i) thereafter pay to Xx. Xxxxx on the Company's regular payroll dates and less required withholdings, base salary (but not bonuses or other incentive compensation, for periods before or after such termination) at the rate paid to Xx. Xxxxx immediately prior to such termination for the remaining balance of the Initial Period; and (ii) provide Xx. Xxxxx, for a period coterminous with such payments, with major medical health and dental insurance reasonably comparable to employee insurance benefits then provided to the Company's executive officers in accordance with the Company's employee insurance benefits policies. If the Company terminates Xx. Xxxxx'x employment with cause, or if Xx. Xxxxx terminates his employment in circumstances constituting a breach by him of this Agreement, then none of the foregoing post-termination payments or insurance benefits, or any other post-termination or severance payments or benefits, shall be made or provided to Xx. Xxxxx.
Upon termination of Xx. Xxxxxx'x employment with the Company, regardless of the cause therefore, Xx. Xxxxxx shall promptly be deemed to have resigned from the Company's Board of Directors and as an officer and director of any of the Company's affiliates, if serving as such at that time, and shall surrender to the Company or its affiliates all property provided to him by the Company or its affiliates, as applicable, for use in relation to his employment and further, Xx. Xxxxxx shall surrender to the Company or its affiliates, as applicable, any and all sales materials, lists of customers and prospective customers, price lists, files, patent applications, records, models or other materials and information of or pertaining to the Company or its affiliates or their customers or prospective customers or the products, businesses and operations of the Company or its affiliates.
Upon termination of Xx. Xxxxxxxx'x employment pursuant to Section 8(a) without cause or Section 8(b) only (at which time he shall cease to be an employee of the Company for all purposes, including for all benefit plan, insurance and other purposes), the Company will pay to Xx. Xxxxxxxx, on the Company's regular payroll dates and less required withholdings (if any), salary at the rate paid to Xx. Xxxxxxxx immediately prior to such termination, for the remaining balance (if any) of the first two years of the Initial Period (i.e., determined without regard to an extension of the Initial Period to three years) (the "TERMINATION PAYMENTS"). The Company's obligation to make the Termination Payments pursuant to this Section 8(c) is in lieu of any damages or any other payment or benefits, including without limitation stock benefits, that the Company might otherwise be obligated to pay Xx. Xxxxxxxx as a result of Xx. Xxxxxxxx'x termination of employment; PROVIDED, HOWEVER, that if at any time the Company terminates Xx. Xxxxxxxx'x employment without cause under circumstances in which Xx. Xxxxxxxx is not entitled to Termination Payments, or is entitled to Termination Payments that in the aggregate are less than a lump- sum severance payment consistent with the Company's standard severance payment policy, if any, as may be in effect at the time of termination, then Xx. Xxxxxxxx shall be entitled to such lump-sum severance payment. (For purposes of reference and example only, the Company's standard severance payment policy as of the date of this Agreement provides for the payment of one week's salary at the time of termination for each year of service as an employee.) The Company and Xx. Xxxxxxxx agree that, in view of the nature of the issues likely to arise in the event of such a termination, it would be impracticable or extremely difficult to fix the actual damages resulting from such termination and proving actual damages, causation and foreseeability in the case of such termination would be costly, inconvenient and difficult. In requiring the Company to make the Termination Payments as set forth herein, it is the intent of the parties to provide, as of the date of this Agreement, for a liquidated amount of damages to be paid by the Company to Xx. Xxxxxxxx. Such liquidated amount shall be deemed full and adequate damages for such termination and is not intended by either party to be a penalty.
Upon termination of Xx. Xxxxxxx'x employment by either CAI or CAHS other than by reason of Xx. Xxxxxxx'x Death, Disability, Retirement or for Cause, but, including for failure to renew this Agreement, either CAI or CAHS will pay to Xx. Xxxxxxx the following Severance (subject to any applicable payroll or other taxes required to be withheld), one-twelfth (1/12) of the Basic Salary of Xx. Xxxxxxx'x payable monthly for a period covering twelve (12) months.
Upon termination of Xx. Xxxxxx'x employment, the attached Separation Agreement (Exhibit A) will then become effective.
Upon termination of Xx. Xxxxxxx'x employment with the Company, this Warrant may be exercised only to the extent then exercisable through and including the Expiration Date.
Upon termination of Xx. Xxxxxx’x services under this Agreement, Xx. Xxxxxx will immediately deliver to the Company all records, notes, data, memoranda, work product and equipment in his possession that are the property of the Company, including any documentation relating to the Services.
Upon termination of Xx. Xxxxxxxxx'x employment pursuant to Section 8(a) without cause or Section 8(b) only (at which time he shall cease to be an employee of Xxxxxxxx for all purposes, including for all benefit plan, insurance and other purposes), Xxxxxxxx will pay to Xx. Xxxxxxxxx, on Xxxxxxxx'x regular payroll dates and less required withholdings (if any), salary at the rate paid to Xx. Xxxxxxxxx immediately prior to such termination, for the lesser of (i) the balance of the Initial Period or (ii) one year (the "TERMINATION PAYMENTS").
