Termination by the Company without Cause or Resignation by Employee for Good Reason. (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.4 or 6.5 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1.
Termination by the Company without Cause or Resignation by Employee for Good Reason. In the event Employee’s employment is terminated without Cause (as defined herein) or Employee resigns for Good Reason (as defined herein) and provided Employee executes a release in the form attached as Exhibit B (“Release”), and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, then in addition to payment of the Accrued Compensation, Employee shall be entitled to receive (i) the equivalent of twelve months of Employee’s annual Base Salary as in effect immediately prior to the termination date (“Ending Base Salary”), payable on the same basis and at the same time as previously paid and subject to Deductions, commencing on the first regularly scheduled pay date following the Effective Date of the Release; (ii) a bonus payment of 60% of the Ending Base Salary, subject to Deductions and payable in a lump-sum within thirty (30) days after the termination date; and (iii) provided that Employee is eligible for and timely elects continuation of health insurance pursuant to COBRA, for a period of twelve months Company shall also reimburse Employee for a portion of the cost of Employee’s COBRA premiums that is equal to, and does not exceed, Company’s monthly contribution towards Employee’s health benefit premiums as of the date of termination provided, however, that Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the twelve month period, and Employee hereby agrees to promptly notify Company if Employee becomes eligible to be covered by group health insurance in such event ((i) (ii) and (iii) collectively, the “Severance Benefits”).
Termination by the Company without Cause or Resignation by Employee for Good Reason. The Company may terminate Employee’s employment at any time without Cause, for any reason or no reason, and Employee may terminate Employee’s employment for “Good Reason.” In the event that Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (and for the avoidance of doubt, not in the event of a termination pursuant to Section 2.7(b), (c), (d) or (e) or due to a notice of non-renewal by the Employee pursuant to Section 2.1), the Company shall pay the following amounts, and make the following other benefits available, to Employee:
Termination by the Company without Cause or Resignation by Employee for Good Reason. If the Employee’s employment hereunder is terminated by the Company without Cause, or if the Employee resigns for Good Reason (subject to the last paragraph of this Section 7(c)), the Employee shall be entitled to receive, in addition to the Accrued Rights, payment of the Retention Bonus in accordance with Section 6 and the Wind-Down Bonus in accordance with Section 4(c) above, which amount shall be prorated on the basis of the Distributions actually made prior to the end of the Employment Term. For this purpose, the prorated bonus amount shall be equal to (i) the bonus amount Employee would have become entitled to receive if he had remained employed during the entire Wind-Down Period, multiplied by a fraction: (x) the numerator of which shall be the aggregate amount of Distributions during the Employment Term, and (y) the denominator of which shall be the aggregate amount of Distributions during the Wind-Down Period, minus (ii) any discretionary bonuses paid to Employee pursuant to Section 4(b).
Termination by the Company without Cause or Resignation by Employee for Good Reason. (in connection with a Change in Control).
Termination by the Company without Cause or Resignation by Employee for Good Reason. Within a Corporate Change Period. If, within the period that begins the date of a Corporate Change (as defined below) and ends on the date that is 24 months after the date of a Corporate Change (the “Corporate Change Period”), Employee’s employment is terminated: (i) by the Company for any reason (other than Cause or Employee’s death or due to the issuance of a non-extension by the Company pursuant to Section 2.1); or (ii) by 1 Execution Version Employee pursuant to Section 2.3(a) above, then all compensation and all benefits to Employee hereunder shall terminate contemporaneously with the effective date of the termination of his employment, except that the Company shall pay to Employee that portion of Employee’s Base Salary accrued through the date on which Employee’s employment terminated and all benefits payable under the governing provisions of any benefit plan or program of the Company in which Employee participated. In addition, subject to Section 5.7 below, the Company shall provide Employee: (a) a lump sum payment equal to three times the sum of (i) Employee’s annual Base Salary, plus (ii) Employee’s target Annual Bonus, which such payment shall be made on the First Payment Date; and (b) for that period beginning on the date of the termination of Employee’s employment and for so long during the 36-month period following the date of termination that Employee remains eligible to receive, and elects to receive, continuation of coverage under a Company group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall provide reimbursement of the premiums paid by Employee, if any, for such continuation coverage; provided, however, that to receive such reimbursement, Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan and Employee must provide Company with documentation evidencing his payment of the applicable premiums within thirty (30) days of their payment. The Company’s payments of COBRA reimbursements shall be made within thirty (30) days of its receipt of such documentation; provided, however, the Company will provide the first COBRA reimbursement referenced in this Section 5.5(b) after the Release has been executed by Employee and become irrevocable, and the first such reimbursement payment shall include all payments, without interest, that otherwise would have been made pursuant to this Section 5.5(b) between the date of Employee’s terminatio...
