Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
Certain Benefits Upon Termination. (a) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided below:
Certain Benefits Upon Termination. 4.1 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If, prior to a Triggering Transaction during the Employment Period (except in the event that one of the following terminations of employment occurs within the six-month period prior to the earlier of (a) a Triggering Transaction or (b) the execution of a definitive agreement or contract that eventually results in a Triggering Transaction, which shall result in the payment of severance benefits set forth in Section 4.2 of this Agreement): (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, the Executive shall be entitled to the payment of the benefits provided below as of the Date of Termination:
Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates this Agreement at any time within sixty (60) days of the occurrence of a Constructive Termination, then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are scheduled to become exercisable within thirty-six (36) months of the Date of Termination shall become exercisable and vest as of the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan or agreement; and (IV) the Company shall pay the Executive a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Executive’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the regulations thereunder.
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 1 above, your employment with the Company shall be terminated (including a Constructive Termination) within the Trigger Period by the Company or you other than for Cause, Disability, Retirement or death, and other than by your voluntarily terminating your employment with the Company, then you shall be entitled to the benefits outlined below: (a) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you participate; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;
Certain Benefits Upon Termination. (a) Subject to Section 6(b) hereof, if the Executive's employment is terminated by the Company other than for Cause, Disability or death or Change in Control (as hereinafter defined in Section 6 hereof, then the Executive shall be entitled to the benefits provided below:
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 4.1. above, Executive's employment by the Company shall be terminated (a) by the Company other than for Cause or Retirement or (b) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below:
Certain Benefits Upon Termination. (a) If there is a Termination of the consultancy of Executive as provided in Section 3(a) hereof, Executive shall be entitled to the following benefits:
Certain Benefits Upon Termination. Subject to the exception --------- --------------------------------- set forth in the second sentence of Section 5 hereof, if, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood other than for Grave Cause, Disability, Retirement or death, or (B) by the Officer for Good Reason, then the Officer shall receive from Wedgewood, for a period of time equal to the unexpired Term of this Agreement, on a semi- monthly basis, an amount equal to the Officer's semi-monthly Base Salary payable at the Date of Termination (the "Termination Payments"). Such Termination Payments shall be the only amounts, payments and damages payable by Wedgewood or CNB in the event of the termination of the Officer as provided in this Section 6. Such Termination Payments shall be payable in the manner and in accordance with the customary payroll practices of Wedgewood. The provisions of this Agreement, and any Termination Payment provided for hereunder, shall not, however, reduce any amounts otherwise payable, or in any way diminish the Officer's rights, under any benefit plan, incentive plan, stock option plan, or other plan or arrangement pursuant to which the Officer receives benefits from Wedgewood. If, during the Term of this Agreement, the Officer's employment by Wedgewood shall be terminated (A) by Wedgewood for Grave Cause, Disability, Retirement or death, or (B) by the Officer for other than Good Reason, the Officer shall not be entitled to receive any amounts or payments from Wedgewood on account of such termination (other than any compensation payable by Wedgewood to the Officer up to and including the Date of Termination).
Certain Benefits Upon Termination. (a) If the Executive's employment is terminated by the Company without cause, or the Company is acquired or sold without Board of Directors' approval, or the manufacturing plant is relocated outside of 100 miles of its current location, or the position of Vice President, Operations is eliminated in the Company, or the duties substantially changed in the Company, then the Executive shall be entitled to the benefits provided below:
