Without Cause; For Good Reason. If during the Term the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment with Good Reason (and Section 4.6 is not applicable), the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder other than those payments and benefits described in Section 4.1, except: (i) the Company shall make a lump sum payment to the Executive within ten (10 ) business days of such termination in an amount equal to three hundred thirty-seven percent (337%) of the Executive’s Base Salary; (ii) continuing receipt of group insurance, life, medical, dental, disability and other similar benefits described in Section 3.7 (to the extent to which such are in place from time to time, but excluding perquisites) during the twenty-four month period commencing on the date of such termination; and (iii) all outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination.
Without Cause; For Good Reason. The Executive's employment may be terminated during the Employment Period (i) by the Company without Cause or (ii) by the Executive for Good Reason. In the event that the Executive's employment is terminated under this Section 6(f) (whether by the Company or by the Executive), the Termination Date shall be no earlier than 30 days following the date on which a notice of termination is delivered by one party to the other. In the event that the Executive's employment is terminated under this Section 6(f), the Executive (or his estate or representative, as the case may be) shall be entitled to receive (A) the Accrued Benefits; (B) the Pro Rata Annual Incentive; (C) a lump sum payment in cash equal to the Executive's Base Salary and Target Incentive Opportunity as in effect on the Termination Date multiplied by one and one/half (1.5); (D) the continuation of medical plan benefits at the levels in effect as of the Termination Date at no additional cost to the Executive than that which was in effect as of the Termination Date for a period of one year; PROVIDED, that such medical benefits shall be reduced to the extent comparable medical benefits are made available to the Executive from a successor employer, and the Executive shall be obligated to report such benefits to the Company; and (E) executive level career outplacement services by a mutually agreeable outplacement firm and paid for, as actually incurred by Executive, by the Company.
Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.
Without Cause; For Good Reason. If the Employee’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”):
Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination.
Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause (which shall for purposes of this Agreement include a termination of the Executive’s employment upon conclusion of the Employment Term (as defined in the Employment Agreement) after the Company’s giving the Executive a notice of non-renewal of the Employment Term) or by the Executive for Good Reason, as of the date of termination, the Restricted Shares that would have vested if the Executive had remained employed through the first anniversary of the date of termination will vest. Notwithstanding the foregoing, if the Executive’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Restricted Shares shall be treated as if they had fully vested as of the date of the Change of Control (whether or not the performance hurdle is satisfied as of the date of the Change of Control).
Without Cause; For Good Reason. If the Executive's employment hereunder is Terminated Without Cause or Terminated for Good Reason, (i) the Executive's Base Salary and other benefits specified in Section 3 hereof (other than any bonus) shall be paid or provided through the Date of Termination, (ii) the Company shall pay the Executive, within ten days following the Date of Termination, (x) a cash amount equal to 100% of his then Base Salary and, (y) the Earned Bonus (as defined below), if any, provided that (1) a full calendar year has been completed (the "Prior Year") and the Executive has already earned his full bonus for the Prior Year (the "Earned Bonus") and (2) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason in the year after the Prior Year but before the Earned Bonus has been paid to the Executive.