Involuntary Termination Contract Clauses (58)

Involuntary Termination. In the event of the Executive's Involuntary Termination, at any time after the date hereof the Executive shall be entitled to receive an amount equal to thirty six (36) months of the Executive's Base Salary which shall be paid within ten (10) days; provided, however, upon the two (2) year anniversary of the date hereof, such payment shall be reduced from thirty six (36) months to equal an amount equal to twelve (12) months. In addition to the foregoing severance payment, in the event of the Exec...utive's Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Executive's Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date. 3.2 Equity Compensation Acceleration. Upon the Executive's Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options and in the case of Involuntary Termination by Executive for a Good Reason pursuant to Section 6.7 (f) below, all outstanding shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares. In addition, the Exercise Period under the Company Plans for the purposes of the Executive's stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Involuntary Termination. -2- 3.3 COBRA. In the event of the Executive's Involuntary Termination, at any time after the date hereof, if the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall continue to provide to the Executive, at the Company's expense, the Company's health-related employee insurance coverage as in effect immediately prior to the Executive's Involuntary Termination for a period of eighteen (18) months following such Involuntary Termination. The date of the "qualifying event" for the Executive and any dependents shall be the Termination Date. 3.4 Indemnification. In the event of the Executive's Involuntary Termination, (a) the Company shall continue to indemnify the Executive against all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive was covered by the Company's directors' and officers' insurance policy or errors and omissions insurance policy, or an equivalent thereto, (the "Insurance Policies") Insurance Policies immediately prior to the Termination Date, the Company or its Successor shall continue to provide coverage under the Insurance Policies for not less than thirty-six (36) months following the Executive's Involuntary Termination on substantially the same terms of the Insurance Policies in effect immediately prior to the Termination Date. View More

Involuntary Termination. Upon an Involuntary Termination, then, subject to the Participant's compliance with Section 6, the Participant will be eligible to receive the following Severance Benefits as described in Participant's Participation Agreement, subject to the terms and conditions of the Plan and the Participant's Participation Agreement: 4.1. Cash Severance Benefits. Severance equal to the amount set forth in the Participant's Participation Agreement and payable in cash in a lump sum in accordance with the terms ...and conditions of this Plan, including without limitation Section 7 hereof. 4.2. Continued Medical Benefits. If the Participant, and any spouse and/or dependents of the Participant ("Family Members") has or have coverage on the date of the Participant's Involuntary Termination under a group health plan sponsored by the Company, the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") during the period of time following the Participant's employment termination, as set forth in the Participant's Participation Agreement, regardless of whether the Participant elects COBRA continuation coverage for Participant and his Family Members (the "COBRA Severance"). The COBRA Severance will be paid in a lump sum payment equal to the monthly COBRA premium (on an after-tax basis) that the Participant would be required to pay to continue the group health coverage in effect on the date of the Participant's termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by the number of months in the period of time set forth in the Participant's Participation Agreement following the termination. Furthermore, for any Participant who, due to non-U.S. local law considerations, is covered by a health plan that is not subject to COBRA, the Company may (in its discretion) instead provide cash or continued coverage in a manner intended to replicate the benefits of this Section 4.2 and to comply with applicable local law considerations. -6- 4.3. Equity Award Vesting Acceleration Benefit. If and to the extent specifically provided in the Participant's Participation Agreement, all or a portion of Participant's Equity Awards will vest and, to the extent applicable, become immediately exercisable. View More

Involuntary Termination. 4.2 Equity Compensation Acceleration & Termination. 4.3 COBRA.

Involuntary Termination. The Company may terminate the Executive's employment for any reason, with or without Cause, including, but not limited to, the reasons described below, by giving the Executive not less than sixty (60) days' advance notice in writing (in which event the Executive may become entitled to the payments and benefits described in Section 8 or 9, as applicable). (a) Termination for Cause. The Company may terminate the Executive's employment at any time for Cause. For all purposes under this Agreement, "...Cause" shall mean (i) a willful failure by the Executive to substantially perform his duties hereunder, other than a failure resulting from the Executive's complete or partial incapacity due to physical or mental illness or impairment, or (ii) a willful act by the Executive which constitutes gross misconduct 2 and which is materially injurious to the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. The Company's notice of termination shall specify the nature of the Cause. (b) Termination for Disability. The Company may terminate the Executive's employment for Disability. For all purposes under this Agreement, "Disability" shall mean that the Executive, at the time notice is given, has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months as a result of an illness or injury, as determined for purposes of the Company's long-term disability income insurance. The Company's notice of termination shall specify the nature of the Disability. In the event that the Executive fully resumes the performance of his duties hereunder on a full-time basis before the termination of his employment hereunder becomes effective, the notice of termination shall automatically be deemed to have been revoked. View More