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. 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 by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below:
Without Cause; For Good Reason. In the event of a termination of the Employee's employment during the Employment Period by the Company other than for Cause or by the Employee for Good Reason (a "Covered Termination"), the Company shall provide the Employee with the following:
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. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.
Without Cause; For Good Reason. (i) If, during the Term, Employer terminates this Agreement and Executive's employment hereunder without Cause or Executive terminates this Agreement and Executive's employment hereunder for Good Reason, then (a) Employer's sole obligation to Executive under this Agreement or otherwise shall be to: (1) pay and/or provide, as applicable, to Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, Employer shall waive the remaining portion of Executive's healthcare continuation payments under COBRA for a period of twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grants.
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.
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. In the event that the Participant’s employment with the Company is terminated by the Company without Cause or by the Participant with Good Reason prior to the Vesting Date, a portion of the Restricted Stock shall become vested immediately prior to such termination of employment and all other shares of Restricted Stock, which have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date of such termination of employment and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to such termination of employment shall be equal to 150,000 multiplied by a fraction, the denominator of which is 120 and the numerator of which is the number of completed months between the November 15, 2006 and the effective date of such termination of employment.
