Termination by the Company Without Cause Sample Clauses
POPULAR SAMPLE Copied 1 times
Termination by the Company Without Cause. If, during the Term, the Company terminates Executive’s employment without Cause, upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments and benefits set forth below:
(i) The Company shall continue to pay to Executive his then-current Base Salary (the “Severance”) during the period commencing on the Termination Date and ending on the four (4)-month anniversary of the Termination Date (the “Severance Period”). The Company shall pay the Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the Severance Period; provided, that no Severance payments shall be made prior to the date on which the Release becomes effective and irrevocable, and if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b)(i) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year); and
(ii) (A) If the Termination Date occurs within two (2) years following a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option (to the extent then-outstanding) will vest and become exercisable upon the effectiveness of the Release (and shall, following such termination, remain outstanding and eligible to vest on such date of the Release has become effective and irrevocable); and (B) if the Termination Date occurs prior to the occurrence of a Change in Control, one hundred percent (100%) of any then-unvested portion of the Option held by Executive as of the Termination Date shall remain outstanding and eligible to vest upon the occurrence of a Change in Control (in accordance with Section 4(e) above) and shall automatically terminate on the earlier of the three (3)-month anniversary of th...
Termination by the Company Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.
Termination by the Company Without Cause. The Company may terminate Executive’s employment hereunder at any time without Cause upon 30 days written notice to Executive or pay in lieu thereof. In the event of a termination under this Section 6(d), the Executive shall be entitled to the benefits set forth in Section 7.
Termination by the Company Without Cause. The Company may terminate Executive's employment hereunder without Cause at any time upon written notice to Executive.
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;
(iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;
(iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and
(v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no furthe...
Termination by the Company Without Cause. The Company may terminate this Agreement without Cause upon sixty (60) days’ advance prior written notice to Executive; provided, however, notwithstanding the foregoing, the Company may elect to terminate this Agreement immediately and provide the Executive with Executive’s Base Salary and other employment benefits during the notice period.
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment o...
Termination by the Company Without Cause a. At any time during the Term, the Company may terminate this Agreement and Employee’s employment with the Company without cause for any reason or no reason by notifying Employee in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Employee’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice.
b. Upon termination of Employee’s employment by the Company without cause other than within six (6) months before or within two (2) years after a Change in Control (a “Window Period”), the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall pay Employee severance compensation after the termination of employment equal to the Employee’s Annual Base Salary at the rate of Annual Base Salary in effect immediately prior to termination for a period of one year following the date of termination of employment; provided, however, if such severance compensation exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) in the year of such termination, and Employee is a “specified employee” within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), the severance compensation shall be paid in a lump sum on the date that is six months following the termination of employment.
c. Upon termination of Employee’s employment by the Company without cause during a Window Period, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Employee that portion of his or her Annual Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Employee such other payments and benefits, if any, which have accrued hereunder before the termination date; and (c) in addition, the Company shall ...
Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.
Termination by the Company Without Cause. Subject to the payment of Termination Benefits pursuant to Section 5(e), Executive’s employment may be terminated without Cause by the Company by a vote of the Board of Directors of the Company (or determination by the Chief Executive Officer, as appropriate) upon written notice to Executive. It is expressly agreed and understood that if Executive’s employment is terminated by the Company without Cause as provided in this Section 5(d), it shall not impair, limit or otherwise affect Executive’s Continuing Obligations (as defined below).