Termination Without Cause or by Executive for Good Reason Sample Clauses
Termination Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (i) any accrued but unpaid Base Salary through the date of termination, (ii) Base Salary through the one year anniversary of such date of termination, payable at the time such payments would have otherwise been payable under this Agreement had the Executive not been terminated; provided, however, that no portion of such severance pay shall be paid to the Executive prior to the first regular payroll following the sixtieth (60th) day of the date of the Executive’s termination of employment with the Company (the “First Payroll Date”); (iii) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof, and (iv) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C: § 1161 et seq. (commonly known as (“COBRA”)) starting on Executive’s termination of employment, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect immediately prior to the date of termination, for a period of one year after the date of termination; provided, that, if Executive does not execute a fully effective non-revocable release within sixty (60) days of the termination of employment, then, beginning on the sixtieth (60th) day following the termination of employment, the Company shall cease to provide to Executive any such coverages and/or benefits under any of the applicable plans, except to the extent required by law. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. In the case of clause (ii) in this Section 5.2, the portion of the severance pay that would have been paid to the Executive during the period between the date of termination of Executive’s employment with the Company and the First Payroll ...
Termination Without Cause or by Executive for Good Reason. In the event that prior to the expiration of the Term, Corporation terminates Executive’s employment with Corporation without Cause under Section 5.5 or Executive terminates his employment for Good Reason under Section 5.4, Executive will be entitled to the amounts described in Section 6.1. Executive will also be entitled to $150,000 in cash in a lump sum to be paid within 30 days following termination. Executive will also be entitled to be paid, in a lump sum payable within 30 days following termination, all or a portion of the cash bonus described in Section 2.2 above for the fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. Corporation also will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical and dental insurance benefits substantially similar to those to which Executive was entitled as of the date of termination for a period of 12 months following the date of termination; provided, however, that if Executive is employed with another employer and is eligible to receive medical and dental insurance benefits under another employer-provided plan, Corporation’s obligation to provide such medical and dental benefits will terminate automatically. In addition, to the extent not previously vested and as reflected in the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement, (a) the portion of the Stock Option scheduled to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Restricted Stock Award shall vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 36,000 shares of Common Stock if termination occurs on or prior to June 30, 2010, (ii) 54,000 shares of Common Stock if termination occurs on or after July 1, 2010, and on or prior to June 30, 2011, and (iii) 72,000 shares if termination occurs on or after July 1, 2011, and on or prior to June 30, 2012, less any shares of Common Stock that had previously vested under the terms of the Restricted Stock Unit Award Agreement. Corporation’s obligations to make the $150,000 lump-sum payment, to provide medical and dental benefits,...
Termination Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to receive (i) any accrued but unpaid Base Salary through the date of termination, (ii) a pro rata portion of Executive’s Annual Bonus, if any, for the applicable period of the calendar year for which Executive was employed (which portion of the Annual Bonus shall be reasonably determined by the Board at the end of the year in which termination occurs in accordance with the Board’s bonus determination policies then in effect), payable at the same time as such payment would have been made if not for termination of Executive’s employment with the Company as set forth in Section 3.2 hereof, (iii) the remaining portion of the unpaid Guaranteed Retention Bonus in a lump sum on the 60th day following the termination of Executive’s employment, and (iv) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C: § 1161 et seq. (commonly known as (“COBRA”)) starting on Executive’s termination of employment, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect immediately prior to the date of termination, through the earlier of (I) the two year anniversary of such date of termination or (II) the expiration of the Employment Period; provided, that, if Executive does not execute a fully effective non-revocable release within sixty (60) days of the termination of employment, then, beginning on the sixtieth (60th) day following the termination of employment, the Company shall cease to provide to Executive any such coverages and/or benefits under any of the applicable plans, except to the extent required by law. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.
Termination Without Cause or by Executive for Good Reason. If during the Term Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to one times (1.0x) Executive’s annual base salary as of the date of termination, payable in a lump-sum on the first payroll date immediately following the date of termination or the effective date of the general release referenced in Section 4.2, whichever is later, subject to the conditions set forth in Section 4.2. The payment under this Section 4.1 is intended to constitute a separation payment within the meaning of Section 409A (as defined below) and will be paid, if at all, in all events within the Section 409A short-term deferral period. Executive shall also be entitled to any other benefits which may be owing in accordance with the Company’s policies or applicable law. In the event that Executive is rehired by the Company or any of its Affiliates during the period before Executive has received payment under this Section 4.1, Executive will no longer be entitled to such payment beginning on the rehire date.
Termination Without Cause or by Executive for Good Reason. A termination “without cause” is a termination of the employment of the Executive by the Company that is not “for cause” and not occasioned by the resignation, death or disability of the Executive. If the Executive’s employment is terminated by the Company without cause or by the Executive for Good Reason (whether before the end of the Term or, if the Executive is employed by the Company under paragraph E of this Section 4, after the Term), the Company shall, at the time of such termination, pay to the Executive the severance payment provided in paragraph F of this Section 4 together with the value of any accrued but unused vacation time and the amount of all accrued but previously unpaid Base Salary through the date of such termination. Furthermore all share options shall vest immediately and the Executive shall have the right for six months (6) post the termination date to exercise such share options (but not beyond the original 10-year term). The Company shall promptly reimburse the Executive for the amount of any expenses incurred prior to such termination by the Executive as required under paragraph E of Section 3. If the Company terminates the employment of the Executive because it has ceased to do business or substantially completed the liquidation of its assets or because it has relocated to another city and the Executive has decided not to relocate also, such termination of employment shall be deemed to be without cause.
Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c).
(b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4.
(c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executive:
(i) the Accrued Base Obligations,
(ii) two times annual Base Compensation, payable in twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs,
(iii) Accrued Bonus Obligations,
(iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelve-month period immediately following the Termination Date; provided, however, if Executive or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and
(v) Indemnification.
Termination Without Cause or by Executive for Good Reason. (a) If (i) Executive's employment is terminated by Company during the initial Term for any reason (other than (x) Cause under Section 4.3, or (y) disability of Executive), or (ii) Executive's employment is terminated by Executive for Good Reason, then Company shall pay to Executive a lump sum cash payment equal to one million dollars ($1,000,000.00)(the "Severance Payment"), within ninety (90) days after expiration of the Term. Further, in the event of termination by Company under such circumstances, or during any renewal Term, Company shall maintain in full force and effect, for the continued benefit of Executive, Executive's spouse and Executive's dependents for the remaining balance of the unexpired Term as of the date of termination, the medical, hospitalization, dental and life insurance programs in which Executive, Executive's spouse and Executive's dependents were participating immediately prior to the date of such termination at substantially the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the date of termination (except to the extent thereafter reduced for senior executives of Company generally); provided, that if Executive, Executive's spouse or Executive's dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive's spouse and Executive's dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs, provided that such benefits shall terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Upon making the payments described in this Section 4.4, Company shall have no further obligation to Executive hereunder.
Termination Without Cause or by Executive for Good Reason. The Company shall have the right to terminate Executive’s employment at any time and for any reason subject to the provisions of Section 3(a) and this Section 6(c), and Executive shall have the right to terminate his employment hereunder for Good Reason (as defined below). In the event that the Company shall terminate Executive’s employment for any reason other than as provided in Section 6(a) or Section 6(b), or in the event Executive terminates his employment pursuant to this Section 6(c) for Good Reason, the Company shall provide Executive with the Accrued Obligations and the following payments and benefits:
(i) A cash payment equal to the product of (A) the Severance Multiple (as defined below) multiplied by (B) Executive’s Total Compensation, payable in a lump sum within 30 days following Executive’s termination of employment;
(ii) The Pay to Integrate Award, to the extent not previously paid, shall be paid in full in a lump sum within 60 days following Executive’s termination of employment, or any different payment timing required by Section 409A of the Code;
(iii) The Pay to Lead Award, to the extent not previously vested, shall immediately vest in full on the date of Executive’s termination of employment and shall be settled within 60 days following such date or any different payment timing required by Section 409A of the Code;
(iv) Any New Equity Awards shall vest immediately upon Executive’s termination of employment or services (in the case of performance-based awards, subject to the satisfaction of applicable performance goals, as determined at the end of the performance period) and shall be settled within 60 days following the date of termination (or, in the case of performance-based awards, within 60 days following the end of the applicable performance period), or any different payment timing required by Section 409A of the Code; and
(v) Executive shall be entitled to a Prorated Annual Bonus, payable at the same time as the annual bonus is paid to the Chief Executive Officer for such year, but (except as required by Section 409A of the Code) no later than March 15 following the year of Executive’s termination of employment.
Termination Without Cause or by Executive for Good Reason. Notwithstanding anything to the contrary herein, (i) the Company shall have the right to terminate Executive’s employment under this Agreement without Cause by giving written notice of such termination to Executive, subject to the Company’s obligation to pay to Executive the amounts set forth in Section 6.6.2 below, and (ii) Executive shall have the right to terminate Executive’s employment under this Agreement without Good Reason (as defined below) by giving thirty (30) days prior written notice of such termination to the Company.
Termination Without Cause or by Executive for Good Reason. If Executive’s employment has been terminated by the Company at any time during the Employment Period without Cause or by Executive for Good Reason, Executive shall be entitled to an amount equal to the sum of:
(i) Base Salary through the date of termination, plus;
(ii) Base Salary for the Severance Period (as defined in Section 6(g)), payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time (any payments made pursuant to this agreement during the Severance Period shall be in lieu of any severance payments generally paid by the Company to its employees, including pursuant to any plan or policy of the Company), plus;
(iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of such bonus shall be reasonably determined by the Board), payable at the same time as such payment would be made while Executive was employed or acting as a consultant, as the case may be, with the Company, plus;
(iv) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus;
(v) continuation of all health benefits offered to senior executives of the Company for the Severance Period. The Company agrees that if the Executive’s employment with the Company is terminated without Cause or by the Executive for Good Reason, the Executive is not required to seek other employment or to attempt in any way to reduce any amount payable to the Executive by the Company pursuant to this Agreement.