Termination By Employer Without Cause or By Executive With Good Reason Sample Clauses
This clause defines the conditions under which an employer can terminate an executive's employment without cause, or the executive can resign for good reason. Typically, it outlines what constitutes 'good reason' for the executive to resign, such as a significant reduction in duties or compensation, and specifies the notice requirements and severance entitlements in these scenarios. The core function of this clause is to provide both parties with clear guidelines and protections in the event of an involuntary separation, ensuring fairness and reducing the risk of disputes.
Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then, if Executive has fully complied with Section 6(e) above, the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the “Termination Date”) and Executive shall be entitled to the following payment and benefits:
(i) Executive shall receive any earned and accrued but unpaid Base Salary on the Termination Date, and any earned and accrued but unpaid incentive compensation and bonuses payable at such times as would have applied without regard to such termination.
(ii) The Employer shall continue to pay Executive’s Base Salary (at the rate in effect on the date of his termination) and the Minimum Bonus for a period of two years commencing on the date of such termination, on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated.
(iii) Any issued but unvested equity awards (i.e., shares then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested (i.e., free from such restrictions), and any unexerciseable or unvested stock options granted to Executive by the Employer or the Corporation that would otherwise become vested and exercisable during the two-year period following the date of Executive’s termination shall become vested and exercisable on the date of Executive’s termination. Any unexercised stock options granted to Executive by the Employer or the Corporation that have become vested and exercisable shall remain exercisable for six months following the Termination Date or, if earlier, the expiration of the initial applicable term stated at the time of the grant. Other than as may be provided under Section 4 or as expressly provided in this Section 7(a), the Employer shall have no further obligations hereunder following such termination.
Termination By Employer Without Cause or By Executive With Good Reason. If (i) Executive is terminated by the Employer without Cause pursuant to Section 6(a)(iv) above, or (ii) Executive shall terminate his employment hereunder with Good Reason pursuant to Section (6)(b)(ii) above, then the Employment Period shall terminate as of the Termination Date and Executive shall be entitled to the following payments and benefits, subject to Executive’s execution of a mutual release agreement with the Employer in form and substance reasonably satisfactory to Executive and the Employer, whereby, in general, each party releases the other from all claims such party may have against the other party (other than (A) claims against the Employer relating to the Employer’s obligations under this Agreement and certain other specified agreements arising in connection with or after Executive’s termination, including, without limitation, Employer’s obligations hereunder to provide severance payments and benefits and accelerated vesting of equity awards and (B) claims against Executive relating to or arising out of any act of fraud, intentional misappropriation of funds, embezzlement or any other action with regard to the Employer or any of its affiliated companies that constitutes a felony under any federal or state statute committed or perpetrated by Executive during the course of Executive’s employment with the Employer or its affiliates, in any event, that would have a material adverse effect on the Employer, or any other claims that may not be released by the Employer under applicable law) (the “Release Agreement”), which the Employer shall execute within five (5) business days after such execution by Executive, and the effectiveness and irrevocability of the Release Agreement with respect to Executive (with the date of such effectiveness and irrevocability being referred to herein as the “Release Effectiveness Date”):
(i) Promptly following the Release Effectiveness Date, but no later than the regular payroll payment date for the period in which the Release Effectiveness Date occurs (the “Payment Date”), Executive shall receive any earned and accrued but unpaid Base Salary and a prorated annual cash bonus equal to (A) the average of the annual cash bonuses (including any portion of the annual cash bonus paid in the form of shares of Common Stock, OP Units, LTIP Units or other equity awards, as determined at the time of grant by the Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compe...
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive’s employment and this Agreement is terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then any Restricted Shares that are scheduled to vest during the period from the date of termination through the next Scheduled Vesting Date, as applicable, pursuant to Section 2.5(a) above (but in no event longer than a six-month period following the date of Executive’s date of termination) shall immediately and automatically vest and become non-forfeitable and the remaining unvested Restricted Shares shall terminate and be forfeited by the Executive and revert to the Employer.
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive’s employment is terminated by Employer for any reason other than death, Inability to Perform, or Cause, or is terminated by the Executive for Good Reason, Employer shall pay to the Executive by the thirtieth day following such termination of employment (i) the Compensation Payment, (ii) the Vacation Payment, and (iii) the Reimbursement. In addition, subject to the Executive’s execution of a mutual release and waiver of claims against Employer in the form attached as Exhibit A no later than 52 days after the Employment Termination Date and the Executive’s non-revocation of such release, Employer will pay the Executive by the sixtieth day following such termination of employment a lump-sum payment (the “Paragraph 8(f)
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive’s employment and this Agreement is terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then any portion of the Options that are scheduled to vest during the period from the date of Executive’s termination of employment through the next Section 2.5(a) Scheduled Vesting Date or Section 2.5(b) Scheduled Vesting Date, as applicable, pursuant to Section 2.5(a) and Section 2.5(b) above (but in no event longer than a six-month period following the date of Executive’s termination of employment) shall immediately and automatically vest and become non-forfeitable and the remaining unvested portion of the Option shall terminate and be forfeited by the Executive.
Termination By Employer Without Cause or By Executive With Good Reason. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason prior to the end of the Employment Period, then Executive shall be entitled to: (i) the Accrued Benefits and any earned and unpaid portion of an Annual Bonus Incentive for the calendar year prior to the calendar year of termination (the “Unpaid Bonus”); (ii) a lump sum separation payment equal to one (1) times the annual Base Salary plus one (1) times the Average Bonus (as defined below); and (iii) the Annual Bonus Incentive determined for the full calendar year based solely upon the operations and investment performance of the Company for the twelve (12) month period through and including the end of the calendar quarter in which Executive’s employment is terminated hereunder multiplied by a fraction, the numerator of which is the number of months (including the month of termination) during the then current calendar year that Executive was employed under this Agreement and the denominator of which is twelve (12) (the “Pro-Rata Annual Bonus Incentive”). “Average Bonus” means the three-calendar year average (or such lesser period during the Employment Period, if applicable) of the Annual Bonus Incentive.
Termination By Employer Without Cause or By Executive With Good Reason. If the Executive ceases to be a Member of the Board of Directors by reason of Executive’s employment and this Agreement being terminated by the Employer without Cause pursuant to Section 6.2(e) or by the Executive with Good Reason pursuant to Section 6.2(c), then that portion of the Director Option that is scheduled to vest during the period from the date of termination through the next Section 2.7(b) Scheduled Vesting Date, as applicable (but in no event longer than a six-month period following the date of Executive’s termination) shall immediately and automatically vest and become non-forfeitable and the remaining unvested portion of the Director Option shall terminate and be forfeited by the Executive.