Termination by Company without Cause; Termination by Executive for Good Reason Sample Clauses
Termination by Company without Cause; Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive terminates his employment with the Company for Good Reason, then the following shall apply.
(i) The Company shall pay to Executive his unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination.
(ii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date the Company shall pay to Executive a lump-sum payment equal to the lesser of (A) an amount equal to Executive’s then current Base Salary for the balance of the Employment Period without giving effect to an earlier termination of the Employment Period or this Agreement based on the termination of Executive’s employment or (B) an amount equal to Executive’s average annual Bonus, if any, for the three most recently completed calendar years plus two (2) times Executive’s then current Base Salary (provided, however, that, if a Change in Control shall have occurred within twelve (12) months prior to the Date of Termination, the amount provided for in this clause (B) shall be increased to an amount equal to Executive’s average annual Bonus, if any, for the three most recently completed calendar years plus two and nine-tenths (2.9) times Executive’s then current Base Salary).
(iii) Subject to the Qualifying Conditions, on the Entitlement Commencement Date all unvested stock options granted to Executive prior to the Date of Termination that would have vested on or prior to the End of Term Date shall fully vest.
(iv) Subject to the Qualifying Conditions, on the Entitlement Commencement Date all unvested Pre-Effective Grant Shares and all unvested Bonus-Grant Shares that have been granted to Executive as part of any Bonus paid under Section 5(b) above prior to the Date of Termination shall fully vest.
(v) If the Termination Date is before December 31, 2014, then, subject to the Qualifying Conditions, on the Entitlement Commencement Date a portion, equal to the product of the Applicable Contingent Fraction (as hereinafter defined) times the Benchmark Fraction (as hereinafter defined), of any Contingent Grant Shares that are unvested as of the Date of Termination shall vest. As used in this Section 8(b),
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Executive's employment hereunder is terminated: (i) because the Executive does not continue in office pursuant to Section 5(a) hereof; or (ii) by the Company without Cause pursuant to Section 5(b) hereof; or (iii) by the Executive for Good Reason pursuant to Section 5(e) hereof, then in any such event the Company shall pay or provide, as applicable, the following compensation and benefits to the Executive:
Termination by Company without Cause; Termination by Executive for Good Reason i) Notwithstanding anything to the contrary herein and subject to applicable law, the Company may terminate this Agreement without cause at any time upon thirty (30) days' prior written notice to Executive.
ii) Notwithstanding anything to the contrary herein, Executive may terminate this Agreement for Good Reason at any time upon thirty (30) days' prior written notice to the Company. "GOOD REASON" means:
Termination by Company without Cause; Termination by Executive for Good Reason. Except as set forth in Section 4.3(f), if Executive’s employment hereunder and this Agreement is terminated (x) by the Company without Cause (and not by the Company for Good Reason) or (y) by Executive for Good Reason, the Company will pay Executive:
(i) the Accrued Amounts (which amounts shall be paid at the same time such amounts would be paid pursuant to Section 4.3(a) hereof);
(ii) the Accrued Bonus and the Pro-Rata Bonus, which amount shall be paid at the same time it would otherwise be provided pursuant to Section 4.3(c) hereof; and
(iii) an amount, payable in a lump sum in cash within sixty (60) days after the date of termination, equal to the sum of: (A) Executive’s then current per annum Base Salary; plus (B) an amount equal to the Annual Bonus earned by Executive for the fiscal year immediately preceding the year of termination (the sum of (A) and (B), the “Severance Amount”). Any outstanding Equity Awards issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.
Termination by Company without Cause; Termination by Executive for Good Reason. In the event of a termination of this Agreement and Executive’s employment hereunder by Company pursuant to Section 4.01(D) or a termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason (as defined in Section 4.01(E) above) pursuant to Section 4.01(E), then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive under this Agreement or other otherwise shall be to: (i) pay and/or provide, as applicable, the Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and (ii) subject to Section 4.02(C) below, and provided Executive has been actively employed in good standing for at least 91 days from the Commencement Date (a) pay to Executive an aggregate amount equal to the Severance Payment (as defined below), (b) if Executive timely elects COBRA coverage, Company shall pay the Company portion of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Executive’s termination of employment with Company during which time Executive shall be responsible for the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new Company before the 12-month anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s health care continuation payments under COBRA shall cease), and (c) the Company agrees to accelerate the vesting of any options that otherwise would have vested on the last day of the calendar quarter during which the termination date occurred. Executive acknowledges that he is obligated to inform Company if Executive obtains new employment or becomes eligible to obtain healthcare coverage from an alternate source before the twelve (12)-month anniversary of Executive’s termination of employment.
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to his Base Salary, payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, (B) the amount of the Annual Bonus earned by Executive with respect to Company’s most recently completed calendar year, if any, to the extent that such Annual Bonus has not yet been paid as of the Termination Date, which amount shall be paid in a lump sum on the payment date generally applicable to such bonus (but no earlier than the Payment Date), (C) a pro rata portion of the Annual Bonus, if any, that would have been earned by Executive with respect to Company’s fiscal year in which the Termination Date occurs had the Termination Date not occurred, payable in a lump sum on the payment date generally applicable to such bonus (but no earlier than the Payment Date), (D) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit, and (E) all equity awards shall vest and shall be exercisable, if applicable, in accordance with their terms as set forth in the Equity Plan or applicable award agreement. The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The pro ration of any amount under this Section 4 shall be calculated by multiplying the amount by a fraction, the numerator of which is the number of days in the applicable period prior to (but not including) the Termination Date and the denominator of which is the number of days in the applicable period.
Termination by Company without Cause; Termination by Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by Executive, the occurrence of any one or more of the following:
Termination by Company without Cause; Termination by Executive for Good Reason. (a) Sections 8(b)(ii)-(iv) shall be amended to read in their entirety:
Termination by Company without Cause; Termination by Executive for Good Reason