Termination Without Cause and Termination for Good Reason. (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause or by the Executive for Good Reason as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause or a Termination for Good Reason under this Section 8(d). For the avoidance of doubt, if a notice of nonrenewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of her termination of employment without Cause or for Good Reason, through the date on which such termination occurs, to be paid in accordance with the Company’s regular payroll practices, (B) provided the Executive executes on or before the date that is 50 days following the date of her termination of employment, a general release of employment liability claims against the Company and its affiliates in substantially the form of Exhibit B attached hereto, and does not revoke such release prior to the end of the seven-day statutory revocation period, a cash lump sum payment made within 60 days after termination of employment equal to (x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such termination and (y) one times the higher of the targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) if the Executive’s termination occurs prior to the payment date of the second installment of the 2008 Guaranteed Bonus, such installment shall be paid as provided in Section 5 as if the Executive’s employment has not terminated, (E) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, or rights to any cash-based long term incentives, determined in accordance with the terms thereof or the applicable plan, (F) for a period of twenty-four months following the termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs , including any previously granted and unpaid LTIP, deferred cash and retention awards. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following, unless done with the prior express written consent of the Executive:
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Termination Without Cause and Termination for Good Reason. (i) Anything in Prior to the end of the Employment Period, the Company may terminate the Executive's employment under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause). If the Company terminates the Executive's employment without Cause prior to the contrary notwithstandingexpiration of the Employment Period, or the Executive’s Executive terminates his employment may be terminated by with the Company without Cause prior to the expiration of the Employment Period for "Good Reason" (as defined below), or by the Executive for Good Reason Company elects not to extend the Employment Period as provided in this Section 8(d2, the Company shall pay to the Executive an amount equal to two times the Executive's annual cash compensation (Base Salary and Bonus) which was paid to the Executive in the year prior to the year in which his employment was terminated or not extended, provided that, for a termination in 1998 such payment shall be $1,200,000 (the "Severance Payment"). A The Company may, at its option, pay the Severance Payment in a lump sum within 30 days after the date of termination due to death or disability, as described in Section 8(a) or (b), aboveof employment, or pay the Severance Payment over a twelve month period (commencing effective as of the date of termination of employment) in equal installments in accordance with the Company's payroll policy. If the Company terminates employment of the Executive because he has become disabled such that he is unable to perform the essential functions of his job (with reasonable accommodation) for Causea period of not less than 15 consecutive weeks, as described in Section 8(c), above, any such termination shall not be deemed to be a termination without Cause or a Termination for Good Reason under this Section 8(d). For the avoidance of doubt, if a notice of nonrenewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Termthis Agreement. Similarly, the termination of the Executive’s 's employment at the end of the Term shall terminate upon his death, and shall be considered deemed a termination by the Company without Cause hereunder.
(ii) In Cause, with payments of the event the Executive’s employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason, the Executive shall be entitled to:
(A) Base Salary as provided in Section 4, above, at the rate in effect at the time of her termination of employment without Cause or for Good Reason, through the date on which such termination occurs, Severance Payment hereunder to be paid in accordance with the Company’s regular payroll practices,
(B) provided the Executive executes on or before the date that is 50 days following the date of her termination of employment, a general release of employment liability claims against the Company and its affiliates in substantially the form of Exhibit B attached hereto, and does not revoke such release prior to the end of the seven-day statutory revocation period, a cash lump sum payment made within 60 days after termination of employment equal to (x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such termination and (y) one times the higher of the targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities),
(C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above,
(D) if the Executive’s termination occurs prior to the payment date of the second installment of the 2008 Guaranteed Bonus, such installment shall be paid as provided in Section 5 as if the Executive’s employment has not terminated,
(E) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, or rights to any cash-based long term incentives, determined in accordance with the terms thereof or the applicable plan,
(F) for a period of twenty-four months following the termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and
(G) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs , including any previously granted and unpaid LTIP, deferred cash and retention awards's estate.
(iii) For purposes of this Agreement, “Good Reason” shall mean any of the following, unless done with the prior express written consent of the Executive:
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Sources: Employment Agreement (Evercom Inc)