Good Reason; Other Than for Cause Sample Clauses

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumpti...

Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the product of (i) the annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company as provided in Section 4(b)(1) hereof, and (ii) a fraction, the numerator of which is the number of days in the period beginning on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company, but in no event later than 2.5 months following the end of the year in which the Date of Termination occurs. (2) Within 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in an amount equal to 2.0 times the sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. (3) With respect to the Company’s long-term incentive plan, the Company shall provide and pay the following amounts: (i) for the year in which the Executive’s Date of Termination occurs, the Executive shall be entitled to a long-term incentive award equal to the product of (A) the long-term incentive bonus, if any, Executive would have been entitled to in respect of the calendar year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined based on actual performance and in accordance with the terms and conditions of the Company’s long-term incentive plan, and (B) a fraction, the numerator of which is the number of days in the period commencing on the first day of the calendar year in which the Date of Termination occurs and ending on the Date o...

Good Reason; Other Than for Cause. If during the Employment Period (1) the Company shall terminate the Employee’s employment other than for Cause, death or Disability, or (2) the Employee shall terminate the Employee’s employment for Good Reason: (i) The Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the Accrued Amounts; and B. an amount equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, the sum of (i) the Employee’s Annual Base Salary at the Date of Termination and (ii) the Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus. (ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimbu...

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, or the employment of the Executive shall be terminated by the Executive for Good Reason, the Company shall pay to the Executive a sum equal to (i) the amount of the remaining salary payments that the Executive would have earned if he continued his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at the Date of Termination; (ii) the average of the amount of bonus and any other compensation paid to the Executive during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average of the annual contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of this Agreement.

Good Reason; Other Than for Cause. If Executive's employment is terminated by Company without Cause or by Executive for Good Reason (and in either case, other than by reason of Executive's death or Disability), then in consideration of Executive's services rendered prior to such termination:

Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive's employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1) Within 14 days of Executive's Date of Termination, the Company shall pay to Executive (i) the prorated portion of the Target Bonus for Executive for the year in which the Date of Termination occurs, and (ii) an amount equal to 1.5 times the sum of the Executive's Base Salary and Target Bonus as of the Date of Termination.

Good Reason; Other Than for Cause. If, during the Term, the --------------------------------- Company shall terminate Executive's employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1) Within 14 days of Executive's Date of Termination, the Company shall pay to Executive (i) the prorated portion of the Target Bonus and Performance Share Award for Executive for the year in which the Date of Termination occurs, and (ii) an amount equal to 1.5 times the sum of (x) the Executive's Base Salary and Target Bonus as of the Date of Termination, and (y) the number of performance shares awarded to the Executive pursuant to the Vencor, Inc. 1998 Incentive Compensation Plan (the "1998 Plan") in respect of the year in which such Date of Termination occurs (without regard to any acceleration of the award for such year), assuming for such purpose that all performance criteria applicable to such award with respect to the year in which such Date of Termination occurs were deemed to be satisfied (the "Performance Share Award").

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.