Termination by Company without Cause or by Executive for Good Reason Clause Samples

Termination by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated by action of Company other than for Cause, or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g) (including Executive’s execution of the Release (as defined herein)):

Termination by Company without Cause or by Executive for Good Reason a) If Executive’s agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”). (2) Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity award...

Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”). (i) The “Severance Amount” will be equal to: (A) if such termination is following the execution of a definitive agreement the consummation of which would result in, or within two years following, a Change in Control of the Company (and such Change in Control does in fact occur) (a “Qualifying CIC Termination”), two times the sum of Executive’s: (x) current Base Salary, and (y) target Annual Bonus, payable in a lump sum within 60 days after the Date of Termination; or (B) if such termination is not a Qualifying CIC Termination, one times the sum of Executive’s (x) current Base Salary, and (y) target Annual Bonus, payable in equal installments over 12 months in accordance with the Company’s regular payroll procedures, commencing within 60 days after the Date of Termination. (ii) The “Pro Rata Bonus” will be equal to: (A) if such termination is a Qualifying CIC Termination, Executive’s target Annual Bonus for the year of termination, paid in a lump sum within 60 days after the Date of Termination; or (B) if such termination is not a Qualifying CIC Termination, Executive’s Annual Bonus earned in the year of termination based on actual performance, paid at the time bonuses are paid to similarly situated employees of the Company; in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365. (iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for (A) if such termination is a Qualifying CIC Termination, two years following the Termination Date or (B) if such termination is not a Qualifying CIC Termination, 18 months following the Termination Date. If this agreement to provide benefit...

Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason and subject to Executive’s execution and effectiveness of a General Release of Claims in the form attached hereto as Exhibit B (the “Release”) and his compliance with Section 10, then: (i) SSP Partners shall pay Executive (A) in five (5) cash installments an amount equal to 200% of the then current base salary as follows: a first installment of 100% of the then current base salary paid within five (5) business days following his termination of employment, the second (2nd) through fifth (5th) installments in equal amounts of 25% of the then current base salary, with the second installment payable on the first anniversary of the date of termination and third (3rd) through fifth (5th) installments payable in 4 month intervals thereafter ending on the second anniversary of the date of termination; (B) in a lump sum within five (5) business days following his termination (i) any earned and accrued but unpaid bonus, and (ii) any accrued vacation pay through the Date of Termination; provided, however, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments do not satisfy any applicable exemptions, the first installment payment described above shall not be paid prior to the first day following the six-month period beginning on the date of termination of employment if such payment would otherwise violate Code Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. The second through fifth installments shall continue to be paid in accordance with the schedule set forth in this Section 8(c)(i) of the Agreement; (ii) Executive, his spouse and his dependents shall be eligible for continued health insurance benefits for a period of twenty-four (24) months following the Date of Termination; provided that such continuation of health insurance benefits shall be in addition to and not concurrent with any health continuation rights required by Section 4980B of the Code; (iii) SSP Partners shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Execu...

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; (ii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iii) if ▇▇▇▇ ▇▇▇▇▇ does not elect to purchase from the Company the Excel Centre office building located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Drive, San Diego, California pursuant to the terms of ▇▇. ▇▇▇▇▇'▇ employment agreement with the Company, the Company shall pay to Executive an amount equal to his Base Salary through the remainder of the Employment Period in a single lump sum payment within seven (7) days following the Date of Termination; (iv) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of one (1) year following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination or with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); (v) the Company shall pay to Executive the bonus to which Executive is entitled under the Performance Plan that Executive earned pursuant to the terms of the Performance Plan through the Date of Termination within seven (7) days following the Date of Termination; (vi) all options to purchase shares of capital stock of the Company granted to Executive shall fully vest as of the Date of Termination and shall continue to be outstanding and exercisable and the expiration date of such options shall be extended t...

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason, in each case before a Change in Control has occurred: (i) the Company shall pay to the Executive, on or before the Date of Termination, a lump sum payment equal to the greater of: (1) the sum of (A) Base Salary, accrued vacation pay and Auto Allowance, in each case through the Date of Termination, (B) Base Salary and Auto Allowance that would have been payable for the remaining term of the Employment Period had such termination not taken place, and (C) Annual Bonus in the amount of fifty percent (50%) of the then Base Salary that would have been payable for the remaining term of the Employment Period had such termination not taken place, and (2) the sum of (A) Base Salary, accrued vacation pay and Auto Allowance, in each case through the Date of Termination, (B) three (3) times the Executive's Base Salary and (C) three (3) times the Annual Bonus paid with respect to the fiscal year ended immediately preceding the date of such termination; (ii) the Company shall continue to provide the Executive and his eligible spouse and dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination, the medical, hospitalization, dental and life insurance program and other benefits provided for in Section 5(f), as if he had remained employed; provided, that if the Executive, his spouse or his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide the Executive and his spouse and dependents with the economic equivalent of the benefits they otherwise would have been entitled to receive under such plans and programs; and provided, further, that such benefits shall terminate on the date or dates the Executive becomes eligible to receive equivalent coverage and benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage- by-coverage, or benefit-by-benefit, basis); (iii) all outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest and, if such termination occurs prior to a Change in Control, any then outstanding stock options or similar awards held by Executive shall remain exercisable for a pe...

Termination by Company without Cause or by Executive for Good Reason. (i) If Executive's employment is terminated by the Company (or its successors) other than for Cause or by Executive for Good Reason prior to the end of the Term hereof and not within twelve (12) months following a "Change of Control" (as defined below), then Executive shall be entitled to, upon Executive's providing the Company with a signed release of claims in a form adopted by the Company's Board of Directors from time to time and subject to Executive's continued compliance with the provisions of any restrictive covenants in any other agreement or agreements between Executive and the Company or to which Executive is a party, including, without limitation, any restricted stock agreement between the Company and Executive: (A) the Accrued Benefits, (B) an amount equal to six (6) months Base Salary payable in the same manner as provided under Paragraph 3(a), and (iii) continuation of Executive's coverage under the Company's medical plan until the earlier of (x) the period of time it takes Executive to become eligible for the medical benefits program of a new employer and (y) six (6) months from the date of such termination. (ii) In the event of a Change of Control and Executive's employment is terminated by the Company (or its successor) without Cause or by Executive for Good Reason within twelve (12) months following such Change of Control, then Executive shall be entitled to, upon Executive's providing the Company with a signed release of claims in a form adopted by the Company's Board of Directors from time to time and subject to Executive's continued compliance with the provisions of any restrictive covenants in any other agreement or agreements between Executive and the Company or to which Executive is a party: (i) the Accrued Benefits, (ii) an amount equal to twelve (12) months Base Salary (at the rate in effect at the date of such termination, or if higher, immediately prior to the Change of Control) payable in the same manner as provided under Paragraph 3(a), and (iii) continuation of Executive's coverage under the Company's medical plan or comparable medical plans to be paid by the Company until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer or (B) twelve (12) months from the date of such termination.

Termination by Company without Cause or by Executive for Good Reason. (i) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason outside of the Protection Period (defined below), and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a severance payment consisting of a cash amount equal to 2.0 times the current calendar year’s Base Salary plus 1.0 times the greater of (1) the average amount of the Cash Incentive Bonuses paid to the Executive during the two full calendar years immediately prior to the year in which the Executive’s separation from service occurs (the “AVERAGE BONUS”) or (2) the Target Bonus for the year in which the separation from service occurs, reimbursement of COBRA health insurance premiums as described below for up to 36 months from the date of termination, pro-rata acceleration for all time-based vesting stock, stock option and other equity awards currently held by Executive, with pro-rata acceleration calculated by multiplying the number of outstanding shares by a fraction, the numerator of which will be the number of full calendar months during the applicable vesting period that the Executive was actively employed by the Company, plus one, and the denominator of which is the number of full calendar months within the applicable vesting period; and (D) pro-rata adjustment of all performance-based equity awards currently held by Executive (whether or not such awards are subject to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”)), with pro-rata adjustment applicable only to the target number of shares subject to the applicable award in accordance with the same formula set forth in clause (C) above, with the resulting reduced number of performance-based awards remaining subject to all applicable performance metrics during the full performance period applicable to such award. (ii) For purposes of this Agreement, the “PROTECTION PERIOD” shall mean the period of time that begins on the date that a Change of Control transaction is consummated, and ends on the last day of the 18th month immediately following the consummation of the Change of Control transaction. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within Protection Period, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive will not be entitled to the compensation provided in ...

Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated in accordance with the Executive Compensation Agreement by the Company without Cause or by the Executive for Good Reason prior to the date the Executive is Retirement Eligible, subject to Section 2.4 below, any Restricted Stock Units that are scheduled to vest in the period following the date of Executive’s termination of employment equal to the period of base salary used to calculate Executive’s Severance Payment (defined in the Executive Compensation Agreement) under the Executive Compensation Agreement (such period, the “Severance Period”) shall, upon such termination, vest immediately.