UPON TERMINATION BY THE COMPANY Sample Clauses

The "Upon Termination by the Company" clause outlines the rights and obligations of both parties when the company decides to end the contractual relationship. Typically, this clause specifies the procedures the company must follow, such as providing notice or severance, and details what the departing party is entitled to receive, like final compensation or benefits. Its core function is to ensure both parties understand the consequences and processes triggered by the company's decision to terminate, thereby reducing disputes and providing clarity in the event of termination.
UPON TERMINATION BY THE COMPANY. Without Cause or by the Executive ------------------------------------------------------------------- for Good Reason Following a Change of Control. --------------------------------------------------- (a) If, following a Change of Control, the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall make the payments and provide to the Executive the same benefits set forth in Section 4.2 hereof. In addition, all unvested stock options owned by the Executive at the date of termination shall become fully vested at the termination date, and the Executive (or his estate or beneficiaries) shall have the right to exercise all vested, unexercised stock options outstanding at the termination date (including the accelerated options) in accordance with the terms (except the vesting terms with respect to the accelerated options) of the plans and agreements pursuant to which such options were issued. (b) Notwithstanding anything herein to the contrary, if the deductibility by the Company of any payments to be made to the Executive under this Agreement would be limited by Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or if an excise tax would be imposed with respect to such payments under Section 4999 of the Code, or any successor provisions thereto, the payments to be made to the Executive hereunder shall automatically be limited to an amount equal to the maximum amount that would otherwise be deductible by the Company under Code Section 280G and that will not result in an excise tax under Code Section 4999; provided, however, that if pursuant to a -------- ------- final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, any portion of the aggregate payments made hereunder would not be deductible by the Company under Code Section 280G, the Executive agrees to pay to the Company, upon demand, an amount equal to the sum of (i) the portion of such amount that would not be deductible by reason of Code Section 280G, and (ii) interest on the amount set forth in clause (i) of this sentence at the Applicable Federal Rate (as defined in Section 1274(d) of the Code) from the date of receipt of such excess payment through the date of repayment. In applying the provisions of this Section, if, for any reason, any exemption from the applica...
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
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UPON TERMINATION BY THE COMPANY. Without Cause or by the Executive for Good Reason Prior to a Change of Control. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case prior to a Change of Control, the Company shall: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Reimbursable Expenses; (c) pay the Executive the Accrued Benefits; (d) pay the Executive the Accrued Bonus; (e) pay the Executive his Base Salary, as and when the same would have been paid to the Executive pursuant to Section 3.1 had the termination not occurred, until the first to occur of (i) the employment of the Executive in a senior executive position with another company at a comparable compensation level; or (ii) twelve (12) months following the termination date; provided, however, than in no event shall the Base Salary paid to the Executive pursuant this Section 5.3(e) be for less than three (3) months; (f) pay the Executive on or prior to the thirtieth (30th) day following the Date of Termination a lump sum payment equal to the average of all annual performance bonuses paid to the Executive for the three (3) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than three (3), the average of the two (2) and if less than two (2), the amount of his single Annual Bonus) (the "Lump Sum Bonus Payment"); and (g) maintain in full force and effect, for the continued benefit of the Executive and his eligible beneficiaries, until the first to occur of (i) his attainment of comparable benefits upon alternative employment or (ii) twelve (12) months following the termination date, the employee benefits pursuant to Company-sponsored benefit plans, programs or other arrangements in which the Executive was entitled to 6 participate immediately prior to such termination, but only to the extent that the Executive's continued participation is permitted under the general terms and provisions of such plans, programs and arrangements; and (h) allow the Executive the right to exercise in full all unvested stock options granted to him in accordance with the terms (except the vesting terms with respect to the accelerated options) of the plans and agreements pursuant to which such options were issued.
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE FOLLOWING A CHANGE OF CONTROL OR BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL. If following a Change of Control, Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, the Company will: (a) Make the payments and provide to Executive the benefits under Section 4.3 other than under Section 4.3(f) hereof; and (b) Pay to Executive a lump sum payment on or prior to the thirtieth day following the termination date of Executive's employment hereunder in an amount equal to two hundred percent (200%) of the sum of (1) Executive's Base Salary in effect for the fiscal year immediately prior to the fiscal year in which the Change of Control occurs, plus (2) the average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the Change of Control occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any).
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE FOLLOWING A CHANGE IN CONTROL OR BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL OR PURSUANT TO A CHANGE IN CONTROL RESIGNATION. If following a Change in Control, Executive's employment is terminated by the Company without Cause or by Executive for Good Reason or pursuant to a Change in Control Resignation, the Company shall: (a) make the payments and provide to Executive the benefits under Section 4.3 other than under Section 4.3(f) hereof; and in addition (b) pay to Executive a lump sum payment on or prior to the thirtieth day following the termination date of Executive's employment hereunder in an amount equal to 200% of Executive's aggregate total compensation under Sections 2.1 and 2.2 hereof for the fiscal year immediately prior to the fiscal year in which the Change in Control occurs; provided, however, the total payments received by Executive under this Section 4.4(b) plus (i) any payments received by Executive under Section 4.4(a) which would be classified as parachute payments and (ii) any payments or value received by Executive from stock options which would be classified as parachute payments determined in accordance with Prop. Reg. ss. 1. 280G-1A-24(e) Examples (7) and (8) may not exceed 299% of Executive's "Base Amount" as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended ("Code") and the regulations promulgated thereunder ("Regulations"). Company and Executive agree that for purposes of making any present value calculation under this Agreement, the Applicable Federal Rate in effect on the date this Agreement is executed shall control as permitted by Q&A 32 of Treas. Reg. ss. 1.280G-1.
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UPON TERMINATION BY THE COMPANY. Without Cause Following a Change of Control or by Executive for Good Reason Following a Change of Control or Pursuant to a Change of Control Resignation. If following a Change of Control, Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason or pursuant to a Change of Control Resignation, the Company shall: (a) make the payments and provide to Executive the benefits under Section 4.3 other than under Section 4.3(f) hereof; and in addition (b) pay to Executive a lump sum payment on or prior to the thirtieth day following the termination date of Executive's employment hereunder in an amount equal to the lesser of (i) 300% of the sum of Executive's aggregate total compensation under Sections 2.1 and 2.2(b) hereof for the fiscal year immediately prior to the fiscal year in which the Change of Control occurs, and (ii) an amount, the present value of which (determined in the manner set forth herein) shall not exceed 299% of Executive's "Base Amount", as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder (the "Regulations"). Company and Executive agree that for purposes of making any present value calculation under this Agreement, the Applicable Federal Rate in effect on the date this Agreement is executed shall control as permitted by Q&A 32 of Treas. Reg. ss. 1.280G-1.
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UPON TERMINATION BY THE COMPANY. Without Cause or by Executive for Good Reason Prior to a Change in Control. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) pay Executive the Accrued Reimbursable Expenses;
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UPON TERMINATION BY THE COMPANY. Without Cause or by the Executive ------------------------------------------------------------------- for Good Reason Following a Change of Control. ---------------------------------------------------
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Related to UPON TERMINATION BY THE COMPANY

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

  • Other Termination by the Company If the Company terminates Executive's employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below), the Company will pay Executive for the remainder of the Term the compensation and other benefits he would have been entitled to if his employment had not terminated.

  • Termination by the Company for Cause The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.