Termination Under Certain Circumstances Sample Clauses

Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained:

Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained: (i) Employee's employment shall be automatically terminated, without notice, effective upon the Employee's death; (ii) If Employee shall breach or violate any of the provisions of this Agreement, or fail to perform in a manner reasonably satisfactory to Employer any of the duties required of the Employee and such breach, violation or failure shall continue for a period of ten (10) days after the Employer shall have given Employee written notice specifying the nature thereof in reasonable detail, Employer may, at its option, upon notice to Employee, terminate Employee's employment if such termination is approved by a majority of the Employer's Board of Directors, effective on the date of such an approval.

Termination Under Certain Circumstances. (a) If the Executive's employment terminates for any reason prior to a Change in Control, the Executive shall not be entitled to any payment of a Change of Control Benefit or any Retention Benefits pursuant to this Article 4, but shall be entitled to any payment to which the Executive otherwise would be entitled under any other provision of this Agreement, under any options agreement or other agreements with Employer or VGI to the extent otherwise applicable, under the employer's then existing employee benefits plans or policies at the time of termination, and under any required severance benefits pursuant to applicable law, if any. (b) If, following a Change in Control, the Executive is terminated by the Employer for Cause or the Executive has a Voluntary Termination, the Executive shall not be entitled to any payment of Retention Benefit under this Article 4 for any period following said termination, but shall be entitled to any payment to which the Executive otherwise would be entitled to under any other provisions of this Agreement, under any options agreement or other agreements with the Employer or VGI, to the extent otherwise applicable, under the Employer's then-existing employee benefit plans or policies at the time of termination, and under any required severance benefit pursuant to applicable law, if any.

Termination Under Certain Circumstances. As additional consideration for the covenants in Section 7 and Section 8, in the event of a Change of Control Termination and provided that the Employee signs and allows to become effective a Release within the time period provided therein (but not later than the 60th day following the Termination Date, such latest permitted effective date is the “Release Deadline” for purposes of this Agreement), then subject to Section 9.2: (a) The Employee shall receive as severance one (1) year of her Salary, payable in accordance with the Employer’s then current payroll schedule over the one (1) year period following the Termination Date, less deductions required by law; provided, however, that if the Employee terminates her employment on account of a material reduction in her Salary, as provided in paragraph (a)(ii) of the definition of Good Reason, the amount of such severance shall be based on the Employee’s Salary immediately prior to such reduction. Notwithstanding the foregoing payment schedule, no severance will be paid prior to the effective date of the Release. Subject to Section 9.2, on the first regular payroll pay day following the effective date of the Release, the Employer will pay the Employee the severance that the Employee would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the severance being paid as originally scheduled. (b) If the Employee timely elects group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Employer will pay the Employee’s monthly COBRA premiums (including the cost of eligible dependent coverage, if any) through the earliest of the following (the “COBRA Payment Period”): (i) for twelve (12) months following the Termination Date; (ii) the date that the Employee becomes eligible for group health insurance coverage through a new employer; or (iii) the date that the Employee is no longer eligible for COBRA coverage. Notwithstanding the foregoing, if at any time the Employer determines, in its sole discretion, that its payment of the Employee’s COBRA premiums would result in a violation of applicable law (including, without limitation, Section 105(h)(2) of the Code and Section 2716 of the Public Health Service Act), then in lieu of paying such COBRA premiums, the Employer will pay the Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash paym...

Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (including, without limitation, the Company's obligations to provide any compensation benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate. (b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i) thought (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.

Termination Under Certain Circumstances. In the event of the termination of the Executive's employment pursuant to any of the following provisions:

Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained: (i) Employee's employment shall be automatically terminated, without notice, effective upon the date of Employee's death; (ii) If Employee shall fail, for a period of more than 90 consecutive days, to perform any of Employee's duties under this Agreement as the result of illness or other incapacity, Employer may, at its option, upon notice to Employee, terminate Employee's employment effective on the date of that notice; and (iii) If Employee shall breach or violate any of the provisions of this Agreement, or fail to perform in a manner reasonably satisfactory to Employer any of the duties required of Employee and such breach, violation or failure shall continue for a period of 45 days after Employer shall have given Employee written notice specifying the nature thereof in reasonable detail, Employer may, at its option, upon notice to Employee, terminate Employee's employment effective on the date of that notice.

Termination Under Certain Circumstances. (a) If, during any 12 month period commencing on any anniversary of the Effective Date on or after the second anniversary of the Effective Date, ▇▇▇▇▇ Systems does not provide TenFold the opportunity to sign Qualified Contracts with a Qualified Value equal to [XXXXX]% of the applicable Target Amount, then either Party may terminate this Agreement by delivering to the other Party a termination notice setting forth the date of termination, which date will be at least six months after the date the termination notice is delivered to such Party. (b) After the third anniversary of the Effective Date, either Party may terminate Sections 2.5, 2.6, 2.7 and 6.6 of this Agreement after a Change of Control Event. For purposes of this Agreement, a "Change of Control Event" means TenFold's sale of all or a majority of its assets to, acquisition by, or consolidation or merger with or into any entity (the "acquiring entity") that prior to the consummation of such transaction is not an Affiliate of TenFold. A Change of Control Event does not include an initial public offering of TenFold's securities or any transaction in which a majority of TenFold's board of directors has a continuing role as a director or similar position with the acquiring entity or its Affiliates after the consummation of the change of control transaction.

Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained: (i) DEATH. Employee’s employment shall be automatically terminated, without notice, effective upon the date of Employee’s death.