Non-Renewal by the Company, Without Cause or for Good Reason Clause Samples
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated on account of the Company’s failure to renew the Agreement in accordance with Sections 1 and 5; by the Executive for Good Reason; or, by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement, and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within thirty (30) days following the Termination Date (such 30-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to one (1) year of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year;
(b) The treatment of any outstanding equity awards shall be determined in accordance with terms set by the Board or the Compensation Committee of the Marijuana Company of America, Inc. Equity Incentive Plan or any successor Plan, and the applicable award agreements.
(c) Notwithstanding the terms of the Marijuana Company of America, Inc. Equity Incentive Plan or any successor Plan or any applicable award agreements:
i. all outstanding unvested stock options and/or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
ii. all outstanding equity-based compensation awards, other than stock options or stock appreciation rights, that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (”Section 409A”) shall remain in effect; and,
iii. all outstanding equity-based compensation awards, other than stock options and/...
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company’s failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts.
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company's failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to three times the sum of the Executive's Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs) payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence on the Termination Date;
(b) a grant of ten million (10,000,000) non-dilutive shares of the Company’s common stock, par value $0.001 (the “Common Stock”), to be issued no later than thirty (30) days following the Termination Date ("Executive Shares”). The treatment of any outstanding equity awards shall be determined in accordance with the terms of such awards;
(c) notwithstanding the terms of any applicable award agreements, all outstanding unvested stock options granted to the Executive shall become fully vested and exercisable for the remainder of their full term.
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company's failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6 of this Agreement and the agreements referenced therein and the Executive's execution, within 45 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") (such 45-day period, the "Release Execution Period"), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following:
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company’s failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors (the “Release”) and such Release becoming effective within 10 days following the Termination Date (such 10-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to one month of the Executive’s Base Salary for the year in which the Termination Date occurs, which shall be paid within 21 days following the Termination Date.
Non-Renewal by the Company, Without Cause or for Good Reason. If the Company terminates Executive’s employment without Cause or on account of the Company’s failure to renew this Agreement in accordance with Section 2, or Executive terminates his employment for Good Reason, then all compensation and all benefits to Executive hereunder will terminate contemporaneously with such termination of employment, except that Executive will be entitled to receive the Accrued Rights, which will be paid or provided (as applicable) to Executive at such time(s) as provided in Section 6.1, and, subject to Section 6.2(e), the severance benefits (the “Severance Benefits”) set forth in clauses (a) through (d) below.
Non-Renewal by the Company, Without Cause or for Good Reason. In the event of Executive’s employment is terminated by the Executive for Good Reason, by the Company without Cause, or on account of the Company’s failure to renew the Agreement in accordance with Section 1, the Executive shall be entitled to receive the earned Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form substantially similar to the release attached as Exhibit A (the “Release”) and such Release becoming effective within twenty-one (21) days following the Termination Date (such 21-day period, the “Release Execution Period”)], the Executive shall be entitled to receive the following:
(a) If Employee’s employment is terminated following the Effective Date, Employee shall be paid a graduated reduction of two (2) times the Executive’s Base Salary beginning the day after the Effective Date and reduced proportionately each day after the Effective Date over the two-year contract term, but in no event shall the amount be less than Base Salary (the “Severance Amount”), payable in one lump sum within thirty (60) sixty days after the Termination Date.
(b) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable award agreements.
Non-Renewal by the Company, Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company's failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to the sum of the Executive's Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs) payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence on the Termination Date;
Non-Renewal by the Company, Without Cause or for Good Reason. The Appointment may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company's failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to the sum of the Executive's Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs) payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence on the Termination Date;
Non-Renewal by the Company, Without Cause or for Good Reason. This Agreement and the Appointment may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company’s failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, the Executive shall be entitled to receive the following subject to timely execution of a Release pursuant to Section 4.6 and compliance with Section 4.6 and Exhibit A:
(a) a lump sum payment equal to the sum of the Executive’s Base Salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs) payable in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall commence on the Termination Date; and
(b) Fifty percent (50%) of the portion of the Options and RSUs that are unvested as of the termination date, after taking into account any acceleration of vesting based on the prior occurrence of any acceleration events specified hereunder (the “Unvested Equity”), shall automatically and immediately become vested and, to the extent applicable, exercisable in full, as of such termination date, and such vested RSUs shall be settled as set forth in Section 3.2 above, (ii) such accelerated Unvested Equity (other than unvested RSUs) shall remain outstanding and be exercisable, to the extent applicable, for a period of three (3) months from such termination date, but in all events no later than the end of the applicable term for each such award; and (iii) all restrictions on the Unvested Equity shall automatically and immediately lapse (other than vesting, subject to the terms of such awards).