Common use of Termination by the Company without Cause or by the Grantee for Good Reason Clause in Contracts

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then the Performance Cash Award that was earned (or may be earned) as of the End of the Performance Period but that has not yet vested prior to the date of a termination of Grantee's employment described in this Section 3.3 shall not be forfeited but shall be paid in cash to the Grantee on the same schedule as provided in Section 2 (or otherwise) as if the Grantee had continued employment through the Vesting Date (or such other vesting event pursuant to Section 3.4 or Section 5.2) and based on actual performance of the Company as determined in accordance with Section 1 and Exhibit A hereto. For purposes of this Section 3.3, the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Appears in 1 contract

Sources: Performance Cash Award Agreement (Healthways, Inc)

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then the Performance Cash Award Share Units that was were earned (or may be earned) as of the End of the Performance Period but that has have not yet vested prior to the date of a termination of Grantee's employment described in this Section 3.3 shall not be forfeited but shall be paid settled in cash Stock issued to the Grantee on the same schedule as provided in Section 2 (or otherwise) as if the Grantee had continued employment through the Vesting Date (or such other vesting event pursuant to Section 3.4 or Section 5.2) and based on actual performance of the Company as determined in accordance with Section 1 and Exhibit A hereto. For purposes of this Section 3.3, the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Appears in 1 contract

Sources: Performance Share Unit Award Agreement (Healthways, Inc)