Without Cause or Constructive Termination Event Not Associated with Change in Control Sample Clauses

Without Cause or Constructive Termination Event Not Associated with Change in Control. In the event the Company terminates Executive without Cause or Executive terminates due to a Constructive Termination Event described in Section 8(d), the Company shall (I) continue to pay Executive his Salary for the hundred twenty (120) days (the “Transition Period”) following notice of such termination if Executive otherwise complies with his continuing obligations under this Agreement, and (II) following the end of the Transition Period, and subject to Section 8(f), pay a severance benefit in an amount equal to the greater of (A) a year’s Salary the Executive is then receiving or (B) the difference between the total Salary (at the then current Salary) Executive would have been paid had employment continued for three (3) full years from the Effective Date and the amount of Salary Executive has received and is due as of the date of termination. The Board may allow Executive to continue his employment to assist in the transition to a new chief executive officer but in either case the Executive shall continue to receive his Salary during the Transition Period only if he is available to the Board as it directs during such Transition Period. Except as otherwise provided in Section 9, such severance benefit described in this subparagraph shall be paid over the next ensuing 12 months in accordance with the Company’s customary payroll practices. In addition, if the Company terminates Executive without Cause or Executive terminates due to a Constructive Termination Event other than the one in Section 8(d)(ii)(C), the Prohibited Period under Section 6(b) shall be six (6) months from the date of termination of Executive’s employment. The severance benefits provided by the subparagraph (ii) shall cease to apply after three full years from the Effective Date, and if Executive is still employed as of June 8, 2014, the Company has not given Executive written notice no less than sixty (60) days before August 9, 2014, that the Company wishes to continue Executive’s employment then his employment shall terminate on August 8, 2014. Otherwise, Executive’s employment shall continue thereafter until a party terminates this Agreement as provided herein, and the rest of Section 8 contains the applicable procedures and payments that apply to any such subsequent termination.
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Related to Without Cause or Constructive Termination Event Not Associated with Change in Control

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.