Termination by the Company Without Cause or Resignation by the Executive for Good Reason Clause Samples

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4: (i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers; (ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and (iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and (iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to t...

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event of a Qualifying Termination, the Party initiating the termination shall provide the other Party with prior written notice of termination (the “Notice”) of twelve (12) months (the “Qualifying Termination Notice Period”). During the Qualifying Termination Notice Period, the Executive will continue to receive the Base Salary, along with an amount equal to the pro rata portions of the Annual Bonus for the relevant calendar year(s) during the Qualifying Termination Notice Period (both Base Salary and Annual Bonus at the amount in effect as of such Notice date) (the “Notice Period Payments”), as well as group health, dental and vision benefits under the applicable Employee Benefit Plans to cover the Executive and any dependents that were in place at the time of Notice (“Notice Period Benefits”), subject to the Executive’s continued eligibility for such benefits under the applicable Employee Benefit Plans. If the Executive’s eligibility for group health, dental and vision benefits ends due to a reduction in hours worked or otherwise, the Company shall pay the Executive a monthly sum amount that equals, after tax withholdings and deductions, the monthly premiums for group health, dental and vision benefits for the remainder of the Qualifying Termination Notice Period. Notwithstanding the foregoing, any such payment by the Company on behalf of the Executive of the applicable monthly premium shall cease in the event the Executive elects to discontinue such benefits during the Qualifying Termination Notice Period or the Executive becomes eligible to receive any comparable health, dental and vision benefits with a subsequent employer or through a spouse’s or domestic partner’s employer, during the Qualifying Termination Notice Period. The Company shall have the right to modify, reduce, eliminate, or otherwise alter the Executive’s duties, position, and/or responsibilities during the Qualifying Termination Notice Period. The portion of the Qualifying Termination Notice Period following any material modification, reduction, elimination or other alteration of the Executive’s duties, position and/or responsibilities to such an extent that the Executive is released from his duties for the Company and the Group other than to respond fully to periodic inquiries, is referred to below as the “Garden Leave Period.” The Executive shall continue accruing vacation time during the Qualifying Termination Notice Period, except that such accrual shall cease upon the comme...

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) The Executive's employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for "Good Reason" upon one (1) month's written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include without limitation a failure to pay the Executive his salary or bonus, a failure to provide the Executive his benefits, or a requirement that the Executive travel a significantly larger number of days than in the previous calendar year; (B) a material reduction in the Executive's duties or responsibilities; (C) a change in the Executive's reporting relationship so that he no longer reports directly to the President;

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event that during the Employment Period (i) the Company terminates Executive’s employment for any reason other than for Cause or due to Executive’s Disability, or (ii) Executive resigns for Good Reason, Executive shall be entitled to receive the Accrued Obligations and, subject to compliance with the release requirement of Section 8 and except as otherwise provided in Sections 12(h) and 14(e), the following payments and benefits: (i) All payments and benefits described in Section 6(b), except that in lieu of the amount described in Section 6(b)(ii), Executive shall receive an amount equal to Executive’s target Annual Bonus for the year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date. (ii) A lump sum cash payment in an amount equal to three times the sum of (A) Executive’s Annual Base Salary immediately prior to the Termination Date, plus (B) the average of Executive’s Annual Bonus for the three fiscal years prior to year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date. For purposes of clause (B), Annual Bonuses for years prior to 2017 shall not be included, and if fewer than three fiscal years have been completed prior to the Termination Date, the average Annual Bonus for the number of completed fiscal years shall be used (or if such termination occurs before payment of the 2017 Annual Bonus, the 2017 target Annual Bonus amount shall be used).

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. Except as otherwise set forth in Sections 7(c) and (d), if, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, the following, subject to Section 7(g): (i) The Accrued Compensation and Benefits; (ii) A cash payment equal to 100% of the Base Salary paid in accordance with the Company’s normal payroll practice over a period of 12 months following the date of termination of employment; (iii) A cash payment equal to 100% of the target Annual Bonus paid in accordance with the Company’s normal payroll practice over a period of 12 months following the date of termination of employment; (iv) A pro-rated Annual Bonus for the year of termination of employment based on the number of days prior to the Executive’s termination of employment during the applicable performance period, payable based on actual performance in accordance with the terms of Section 4(b) (the “Pro Rata Bonus”); and (v) A lump sum cash payment equal to (A) 12 multiplied by (B) the employer portion of the monthly cost of maintaining health benefits for the Executive (and the Executive’s spouse and eligible dependents) as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If this Agreement and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason pursuant to Sections 6.1(4) or 6.1(6) above, then the Company shall pay to the Executive the Accrued Obligations. Participation in all equity, equity- based and profit participation plans and arrangements (if any), including the vesting of any award outstanding thereunder will terminate immediately upon the applicable Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise. Further, subject to the terms of Section 6.7 and Executive complying with the terms in Section 6.8, the Executive shall be entitled to an amount equal to the Executive’s then-current Base Salary for twelve (12) months, less all applicable withholdings and deduction (the “Severance Benefits”), to be paid in equal installments over a period of twelve (12) months following the Date of Termination in accordance with the Company’s regular payroll practices, with the first installment being paid beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.7), with the first installment including any amount of the Severance Benefits that would otherwise have been due prior to the Release Effective Date; and The Severance Benefits provided to the Executive pursuant to this Section 6.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy or program.

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause (with 30 days’ written notice by the Company) or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, the following benefits, subject to Section 4(f) and the other terms of this Agreement: (i) The Accrued Compensation and Benefits; (ii) A lump sum amount equal to one and three quarters (1.75) times the sum of the Executive’s Base Salary in effect as of the date of his termination of employment, to be paid in accordance with, and subject to, Section 4(f); (iii) A lump sum amount equal to the average annual cash incentive bonus paid to the Executive in respect of the last three (3) calendar years prior to the year in which the Executive’s termination of employment occurred (based solely on amounts paid in respect of 2019 and beyond), to be paid in accordance with, and subject to, Section 4(f); (iv) a pro-rated Annual Bonus for the year in which the termination of employment occurred (based on the actual achievement of any applicable performance criteria), and pro-rated based on the number of days the Executive was employed by the Company during the calendar year in which his termination of employment occurs (the “Pro-Rated Annual Bonus”), payable as and when annual bonuses are paid to similarly situated executives of the Company, but in no event later than March 15th of the year following the year in which such Annual Bonus was earned; (v) A lump sum cash payment equal to the product of (A) 21 multiplied by (B) an amount based on the employer portion of the monthly cost of maintaining health benefits for Executive (and the Executive’s spouse and eligible dependents) or, to the extent the Executive does not participate in such health benefits, other similarly situated executives of the Company (as reasonably determined by the Company), in each case as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to be paid in accordance with, and subject to, Section 4(f); and (vi) Subject to Section 4(f), each outstanding stock option to purchase shares of the Company’s common stock shall be treated as f...

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Company Group or otherwise, the following, subject to Section 6.7 for the benefits described in clauses (ii)-(iv): (i) the Accrued Compensation and Benefits; (ii) six (6) months of salary continuance at the same rate as the Base Salary, less applicable withholdings and deductions; (iii) accelerated vesting of any portion of the RSUs described in Section 4.3 that remain unvested and outstanding as of the Executive’s termination date (which RSUs thereafter will be settled and payable); and (iv) in the event that the effective date of Executive’s termination occurs after the end of a calendar year worked by Executive and prior to payment of bonuses for that calendar year, the Company will pay Executive his bonus for such calendar year (if any) calculated based upon application of the performance metrics determined by the Company in its sole discretion with respect to such bonus. For the avoidance of doubt, if the Company provides notice of non-renewal of the Initial Employment Term or any Renewal Term as provided in Section 2, such non-renewal shall not constitute a Termination by the Company without Cause for purposes of this Section 6.2. EXECUTION COPY

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in addition to the Accrued Obligations, the Company shall provide to the Executive the continuation of the Executive’s Base Salary, paid in accordance with the Company’s regular payroll schedule, commencing as soon as practicable following the date the Release (as defined below) becomes irrevocable (with the first such payment including any amounts that would have been paid had the Executive’s Base Salary continued following the Executive’s termination of employment without interruption pending the Release being executed and becoming irrevocable) and payable for a period of 12 months (the “Severance Pay”), subject to the Executive executing a release of claims in a form determined by the Company to be acceptable (the “Release”) and the Release, thereafter, becoming irrevocable pursuant to its terms. For purposes of clarity and avoidance of doubt, if the Company does not receive the Release within the specified deadline for its execution, the Executive shall not be entitled to any of the Severance Pay.