Upon termination of Executive Sample Clauses

Upon termination of Executive s employment by the Company prior to the expiration of this Agreement, if such termination is pursuant to Section 3.1, 3.2, 3.5, 3.6, or 3.7 hereof, Executive shall be entitled to any Annual Salary and vacation accrued but unpaid through the date of termination of employment, payable on the date of termination and to the Executive, the estate of Executive or to the benefit of his heirs.

Upon termination of Executive s Employment as a result of death or Disability, or in the event the Company elects to waive the Event Criteria, the Vested Percentage shall be determined solely by reference to the Performance Criteria and on the Payment Date, the Company shall pay the Phantom Equity Payment first by the cancellation of indebtedness, if any, owing from Executive to the Company or any of its subsidiaries and the remainder, at the Company's option: (a) by the Company's delivery of a check or wire transfer of immediately a available funds for the remainder of the Phantom Equity Payment, if any; or (b) by the Company's delivery of a check or wire transfer of immediately available funds for an amount equal to one fifth of the remainder of the Phantom Equity Payment, if any, and by the Company's delivery of an unsecured subordinated promissory note (which shall be subordinated and subject in right of payment only to the prior payment of any funded indebtedness outstanding) of the Company (a "Payment Note") in a principal amount equal to the balance of the Phantom Equity Payment, payable in four equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the publicly announced prime rate of Chase Manhattan Bank, N.A., on the date of issuance and each June 30 and December 31 thereafter

Upon termination of Executive s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board and the Board of Directors of any of the Company's affiliates.

Upon termination of Executive s employment with Employer, Executive shall return to Employer all originals and copies of any and all documents, drawings, notes, samples, flowcharts, spreadsheets, memoranda or other matters and writings relating to the business of Employer, or that of its customers, acquired during the Employment Term, and Executive shall not retain any copy, draft, duplicate, representation or extract thereof unless expressly authorized by Employer's Chairman.

Upon termination of Executive s employment for cause or by the voluntary termination of employment of Executive as set forth in Section 9.1.1 and 9.1.2, Executive shall not be entitled to any severance payment.

Upon termination of Executive s employment under this Agreement by the Company without Cause (as defined hereunder) and provided that Executive signs a release and waiver Agreement, in form and substance satisfactory to the Company, then, in lieu of any further or other payments, the Company shall pay to the Executive severance equal to the lesser of (i) the total base salary of the balance of the term of this Agreement as of the time of termination; or (ii) his average monthly annual base salary1 for nine months. Such severance payments shall be made according to the Company’s normal payroll process spread out equally over the severance period. Post-termination, any violation of this Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. 1 The average annual monthly base salary shall be calculated using the average of the cash base salary compensation received by Executive in the twelve months prior to the date of termination. (i) If the Company terminates the Executive’s employment (a) for Cause, or (b) due to Executive’s death or disability, or (ii) if the Executive terminates his employment, then the Company shall have no payment obligations to Executive besides paying his base salary through the date of termination and any unreimbursed business expenses that have been submitted in accordance with the Company’s policy.

Upon termination of Executive s employment due to Executive’s death, Executive’s beneficiary or estate, as applicable, shall be entitled to receive a payment equal to Executive’s Cash Incentive Award that would have been payable to Executive for any fiscal year ending prior to Executive’s death (if not already paid), prorated based on the number of days during such fiscal year on which Executive was employed, to be paid by the Company in a single lump sum within 60 days following the Date of Termination. 16 RESTRICTIVE COVENANTS You agree to abide by the provisions set out in the Schedule to this Agreement.

Upon termination of Executive s employment under this Agreement by the Company without Cause (as defined hereunder) or by Executive for Good Reason, then, in lieu of any further or other payments, if the termination occurs during the Initial Term, the Company shall pay to the Executive (a) his Base Salary accrued through the date of termination and any unreimbursed business expenses submitted in accordance with Company policy (collectively, the "Accrued Obligations"), and (b) severance equal to his monthly Base Salary (determined without regard for any reduction constituting Good Reason) for twelve months, and Executive's First Year Bonus Payment. During any Renewal Term, upon Executive's termination by the Company without Cause or by Executive for Good Reason, then, in lieu of any further or other payments, the Company shall pay to the Executive (x) his Accrued Obligations, (y) if and only if targets are satisfied at the end of the applicable fiscal year, a pro rata bonus related to such year payable at such time as bonuses are paid to senior executives, and (z) severance equal to his then current monthly Base Salary (determined without regard for any reduction constituting Good Reason) for twelve months. Additionally, upon a termination of Executive's employment under this Agreement by the Company without Cause or by Executive for Good Reason at any time (i) the Company shall pay Executive's COBRA premiums during the period in which he is entitled to severance payments (ii) Executive's stock option granted pursuant to Section 3.2 of this Agreement shall continue to vest as if Executive had remained employed during the period in which Executive is entitled to receive severance pay pursuant to this Section 5.1, and (iii) Executive's stock option granted pursuant to Section 3.2 of this Agreement shall be exercisable for fifteen months after the date of termination of employment as to the shares vested on or before such date of termination and for fifteen months after the date of vesting as to shares vesting after the date of termination. Any severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Violation of this Agreement, the Business Protection Agreement (as contemplated by Section 7 below) and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this Section 5.1(b), 5.1(y) and 5.1(z) and entitle it to recover any amounts paid under Section 5...

Upon termination of Executive s employment, Company shall pay to Executive, within three business days after the end of the 30-day notice period provided in Section 5 above, a payment in cash determined under subsection (a) or (b) of this Section 6 and shall for the period or at the time specified provide the other benefits described in subsections (c) and (e) of this Section 6: