Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason:
Without Cause or for Good Reason. Subject to Section 4(d) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period by reason of (1) a termination of the Executive’s employment by the Company without Cause (other than by reason of the Executive’s Disability), or (2) a termination of the Executive’s employment by the Executive for Good Reason:
Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts, and subject to his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the "Release Execution Period"), the Executive shall be entitled to receive the following:
Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of an...
Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and in either case Executive signs a waiver and release of claims (in substantially the form attached hereto as Exhibit A, or in such other form of release as the Company may require (the “Release”)) on or within the time period set forth therein, but in no event later than 45 days after Executive’s termination date, and allows such Release to become effective in accordance with its terms (such latest permitted date on which the Release could become effective, the “Release Deadline”), then Executive will receive the following benefits:
Without Cause or for Good Reason. In the event that the Company terminates the Executive’s employment hereunder without Cause, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The...
Without Cause or for Good Reason. In addition to the Accrued Payments, in the event Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall pay to Employee an amount equal to the Performance Bonus that Employee would have been entitled to receive pursuant to Section 3(b) hereof for the calendar year of termination, multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the calendar year of Employee’s termination, and the denominator of which is 365 (the “Pro-Rata Bonus”), payable as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. In addition, the Company shall provide Employee with the following (the “Severance Package”), contingent upon Employee satisfying the Severance Conditions, as defined below:
Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than on account of the Executive’s death or Disability). In the event of such termination of employment during the Employment Term, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6 ‑ 9 of this Agreement and satisfaction of the Release Requirements (as defined below) as of the Payment Date (as defined below), the following:
Without Cause or for Good Reason. If the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts:
Without Cause or for Good Reason. In the event of the Executive’s Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive the amounts or benefits described in paragraphs (A), (B), (C) and (D) below at the times specified below, and, except for (x) any vested benefits under any tax-qualified pension plans of the Company and (y) continuation of health insurance benefits on the terms and to the extent required by COBRA or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.
