Termination Other than for Cause, or for Good Reason Sample Clauses

The 'Termination Other than for Cause, or for Good Reason' clause defines the terms under which an employment relationship can be ended by either party for reasons that do not involve misconduct or a significant breach of contract. Typically, this clause outlines the notice period required, any severance or benefits owed, and the procedures to be followed when an employee resigns without good reason or is terminated without cause. Its core function is to provide a clear and fair process for ending employment in situations that are not related to fault, thereby reducing uncertainty and potential disputes for both employer and employee.
Termination Other than for Cause, or for Good Reason. If a Change in Control shall occur and within one (1) year after the date of the occurrence of such Change in Control, the Company shall terminate Executive’s employment other than for Cause or Executive shall terminate Executive’s employment for Good Reason (a “Change in Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 1 hereof: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two and one-half (2.5) times the sum of (A) Executive’s annual Base Salary, plus (B) the annual cash bonus Executive would receive for the year of termination assuming target individual and Company performance. (ii) The Company shall, at the Company’s election, either (A) provide during the two (2) year period commencing on the date of the Change in Control Severance (“Change in Control Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Change in Control Medical Benefit Severance Period or (B) pay to Executive a cash lump sum payment equal to (1) twenty-four (24) multiplied by (2) the excess of the monthly COBRA premium as of Executive’s Date of Termination for the medical, dental and vision coverage Executive had immediately prior to Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such medical, dental and vision coverage if Executive remained employed during the Change in Control Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Change in Control Medical Benefit Severance Period, Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Executive remained employed during the Change in Control Medical Benefit Severance Period, and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Change in Control Medical Benefit Severance Period or (B) the time they would be permitted to terminate under COBRA. As and to the extent provided by COBRA, Executive will be eligible to continue Executive’s health insurance benefits at Executive’s own expense for th...
View SourceView Similar (8)
Termination Other than for Cause, or for Good Reason. If a Change of Control (as defined below) shall occur and within one year after the date of the occurrence of such Change of Control, the Company shall terminate Employee’s employment other than for Cause or Employee shall terminate Employee’s employment for Good Reason, subject to Employee’s execution of the Release and in lieu of the benefits under Section 1 hereof: (i) The Company shall pay Employee within 30 days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two times the sum of (A) Employee’s Base Salary, plus (B) the Target Annual Bonus. (ii) The Company shall pay Employee within 30 days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable), a prorated Target Annual Bonus equal to the product of such Target Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365. (iii) Subject to Section 10, Employee shall be entitled to the Severance Medical Benefits; provided, however, that, the Medical Benefits Severance Period for purposes of this Section 2(a) shall be the 24-month period beginning on the Date of Termination and the reference to “12” in Section 1(a)(iii)(B)(1) shall be deemed to refer to “24.”
View SourceView Similar (4)
Termination Other than for Cause, or for Good Reason. If during the Term a Change of Control (as defined below) shall occur and within one year from the date of the occurrence of such Change of Control the Company shall terminate Executive’s employment other than for Cause or the Executive shall terminate his employment for Good Reason (a “Change of Control Severance”), subject to Executive’s execution of the Release and in lieu of the benefits under Section 7 hereof, (1) The Company shall pay Executive within 30 days of the date of termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two (2) times the sum of (i) one year of Executive’s annual Base Salary as then in effect, plus (ii) Executive’s Maximum Annual Bonus for the year of termination, plus (iii) the fair market value (determined as of the Date of Termination) of the maximum number of Restricted Shares authorized to be granted to Executive under the LTIP in the year of termination assuming all performance criteria for such award was deemed satisfied; provided that in no event shall the amount of such payment exceed the Maximum Amount. (2) Options held by Executive for which the exercise period has not yet lapsed or expired shall become fully vested and exercisable, all Restricted Stock held by Executive shall become fully vested and the Company shall pay Executive within 30 days of the date of termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to the amount of awards under the PCP that are based on actual performance for completed fiscal years but have not yet been paid. The example included in Section 7(b)(4) to demonstrate the intended operation of that provision also demonstrates the intended treatment of outstanding PCP awards for the purposes of this Section 8(a)(2). (3) During the two (2) year period commencing on the date of the Change of Control Severance the Company shall provide Executive with continued medical, dental, long-term disability and life insurance benefits at the same levels as if he remained actively employed during the Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will...
View SourceView Similar (3)
Termination Other than for Cause, or for Good Reason. If a Change of Control (as defined below) shall occur and within one year after the date of the occurrence of such Change of Control, the Company shall terminate Employee’s employment other than for Cause or Employee shall terminate Employee’s employment for Good Reason (each as defined below), subject to Employee’s execution of a general release of claims in form substantially similar to the form attached hereto as Appendix A (the “Release”): (i) The Company shall pay Employee’s Base Salary (as defined below) through the Date of Termination (as defined below), any earned but unpaid Annual Bonus (as defined below) for periods ending on or prior to the Date of Termination, and all amounts earned and owed (but yet unpaid) to Employee pursuant to the terms and conditions of the employee benefit plans and programs of the Company in effect at the time such payments are due, including accrued and unpaid vacation (the “Accrued Obligations”). The term “Base Salary” for purposes of this Agreement shall refer to Employee’s base salary annualized, as most recently increased prior to the Date of Termination. The term “Annual Bonus” for purposes of this Agreement shall refer to Employee’s annual cash bonus pursuant to the terms of the Company’s annual incentive plan, as in effect from time to time.
View Source
Termination Other than for Cause, or for Good Reason. If the Company terminates your employment other than for Cause, death or Disability or you terminate your employment for Good Reason, then you will be entitled to receive (i) a lump-sum payment in the amount of your accrued and earned, but unpaid, Base Salary and benefits and (ii) a lump-sum payment in the amount of one month of Base Salary. In addition, if such termination occurs prior to a CEO Appointment, you will be entitled to (i) a lump-sum payment of a pro-rated portion of your Bonus assuming all performance objectives were fully met, and (ii) full accelerated vesting of the Incentive Awards.
View Source
Termination Other than for Cause, or for Good Reason. In the event the Company terminates Executive’s employment other than for Cause, death or Disability or if Executive terminates employment for “Good Reason”, subject to Section 4.6, Executive shall be entitled to (a) a lump sum payment of six months Base Salary for each full twelve month period employed hereunder (the “Severance Amount”), provided that the minimum Severance Amount shall be $350,000 and the maximum Severance Amount shall be $1,400,000, payable on the 60th day following termination of employment, (b) acceleration of vesting of any unvested RSU Awards that have been granted as of the date of termination and acceleration of vesting of any other equity awards that have been granted as of the date of termination, (c) to the extent Executive has not been granted all the RSU Awards set forth in Section 3.2, the grant and immediate vesting of restricted stock units covering 363,095 shares of Common Stock (839,285 shares of Common Stock if such termination occurs prior to March 31, 2014) and (d) for eighteen (18) months after the date of termination, payment of an amount equal to the monthly premium for COBRA continuation coverage under the Company’s health, dental and vision plans. In connection with a Change in Control, subsection (c) in the immediately preceding sentence shall be replaced and substituted by the provisions of Section 3.2(b)(i), if applicable. For the avoidance of doubt, except as otherwise provided herein and in Section 3.2(b)(i), Executive shall not have any right to the grant, vesting or payment of any RSU Awards that have not been granted as of the date of termination. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without the express prior written consent of Executive, of any of the following events: (i) the failure by the Company to pay Executive any portion of Executive’s Base Salary within ten (10) days of the date such compensation is due or failure to grant any RSU Awards or deliver related shares as set forth herein; (ii) any reduction in Base Salary; (iii) any material diminution or adverse change by the Company to Executive’s title, position, authority or reporting relationship with the Company; (iv) the relocation of Executive’s principal location of employment to a location more than thirty (30) miles from his principal location of employment as of the Effective Date, except for required travel for Company business; or (v) any material breach by the Company of any of its obligations to Execu...
View Source
Termination Other than for Cause, or for Good Reason. If Executive’s employment is terminated by Katy other than for Cause or by Executive for Good Reason, Katy will pay Executive’s base salary for (i) one year, if such termination occurs other than as a result of a Change in Control, or (ii) two years, if such termination is a result of or within the six month period following a Change in Control. For purposes of this section:
View Source
Termination Other than for Cause, or for Good Reason. (i) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Employment Term by providing written notice of termination to Executive. In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Employment Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with Executive’s physical and mental incapacity): (A) a reduction in Executive’s Salary or Bonus Target percentage in effect prior to such reduction; (B) a reduction in Executive’s positions, titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction; (C) without Executive’s prior consent, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date or that impair Executive’s ability to function as Chief Financial Officer of OUTFRONT; (D) the breach by OUTFRONT of any of its obligations under this Agreement or any other agreement between it and Executive; or (E) the requirement that Executive relocate more than a 50 mile radius outside the Borough of Manhattan. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.
View Source

Related to Termination Other than for Cause, or for Good Reason

  • Termination for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • Termination Without Cause or for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) the Company shall pay to the Executive the following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date; (ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Without Cause or for Good Reason If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.