Circumstances Triggering Receipt of Severance Benefits Sample Clauses
Circumstances Triggering Receipt of Severance Benefits. (a) Subject to Section 2(c), the Company will provide the Executive with the benefits set forth in Section 4 upon any termination of the Executive's employment:
(i) by the Company at any time within the first 24 months after a Change in Control;
(ii) by the Executive for "Good Reason" (as defined in Section 2(b) below) at any time within the first 24 months after a Change in Control;
(iii) by the Executive pursuant to Section 2(d); or
(iv) by the Company or the Executive pursuant to Section 2(e).
(b) In the event of the occurrence of a Change in Control, the Executive may terminate employment with the Company and/or any subsidiary for "Good Reason" with the right to benefits set forth in Section 4 upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause as provided below, for such termination exists or has occurred, including without limitation other employment):
(i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, of or with the Company and/or a subsidiary, as the case may be, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a director of the Company and/or a subsidiary (or any successor thereto) if the Executive shall have been a director of the Company and/or a subsidiary immediately prior to the Change in Control;
(A) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company and/or any subsidiary which the Executive held immediately prior to the Change in Control, (B) a reduction in the aggregate of the Executive's annual base salary rate and annual incentive compensation target to be received from the Company and/or any subsidiary, or (C) the termination or denial of the Executive's rights to Employee Benefits (as defined below) or a reduction in the scope or value thereof, any of which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be;
(iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincin...
Circumstances Triggering Receipt of Severance Benefits. Subject to the Executive’s execution of a general release (on the Company’s standard form) in favor of the Company pursuant to which the Executive waives, effective as of the Termination Date (as hereinafter defined), any and all claims, known or unknown, relating to the Executive’s employment by the Company or the termination thereof, the Company shall provide the Executive with the benefits set forth in Section 3 upon any termination of the Executive’s employment for any reason except the following:
(a) Termination by reason of the Executive’s “voluntary termination” other than a Change in Control Termination (as hereinafter defined). For the purposes of this Agreement, “voluntary termination” shall mean the voluntary resignation by the Executive of his employment with the Company;
Circumstances Triggering Receipt of Severance Benefits. (a) The Company shall provide the Executive with the benefits set forth in Section 5 upon any termination of the Executive's employment by the Company within 18 months following a Change in Control for any reason except the following:
(i) Termination by reason of the Executive's death, provided the Executive has not previously given a valid Notice of Termination (as defined in Section 4) pursuant to Subsection 3(b);
(ii) Termination by reason of the Executive's disability. For the purpose hereof, "disability" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the duties required by his employment for any consecutive period of 180 calendar days, provided that notice of any termination by the Company because of the Executive's disability shall have been given to the Executive prior to the full resumption by him of the performance of such duties;
Circumstances Triggering Receipt of Severance Benefits. (a) Subject to Section 2(c), the Company will provide the Executive with the benefits set forth in Section 4 upon any termination of the Executive's employment:
(i) by the Company at any time within the first 24 months after a Change in Control;
(ii) by the Executive for "Good Reason" (as defined in Section 2(b) below) at any time within the first 24 months after a Change in Control;
Circumstances Triggering Receipt of Severance Benefits. The Company shall provide the Executive with the benefits set forth in Section 4 of this Agreement if his employment is terminated by the Company during the term of this Agreement without cause attributable to the Executive. The Executive shall not be entitled to the benefits set forth in Section 4 if:
a) the Executive voluntarily terminates his employment with the Company;
b) the Executive dies or becomes incapacitated during the term of his employment; or
c) the Executive's employment is terminated by the Company for one or more of the following reasons:
(1) The Executive has been convicted of, or has pleaded guilty or nolo contenders to any felony or a crime involving moral turpitude;
(2) The Executive has materially failed or refused to perform his duties hereunder and such material failure or refusal has continued for a period of ten (10) days following written notice of such failure or refusal in reasonable detail, it being understood that the Company's failure to achieve its business plan or projections shall not itself be considered a failure or refusal to perform duties;
(3) The Executive has breached any provision of Section 5 hereof; or
(4) The Executive has committed any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty or intentional malfeasance against the Company.
Circumstances Triggering Receipt of Severance Benefits. (a) Subject to Section 2(c) below, and conditioned on the Executive's compliance with the Non-Disclosure, Non-Solicitation, Non-Disparagement, and Non-Compete covenants contained in the Travelocity Intellectual Property/Confidentiality Agreement dated February 18, 2000, the employment letter agreement effective as of March 7, 2000 by and between the Company and Executive ("Employment Agreement"), and the provisions of Section 7 hereof, and Executive's execution of a Waiver and Release Agreement satisfactory to the Company, the Company will provide the Executive with the benefits set forth in Sections 4 and 6 below upon any termination of the Executive's employment:
(i) by the Company at any time within the first twenty-four (24) months after a Change in Control.
(ii) by the Company at any time within one hundred eighty (180) days prior to a Change in Control;
(iii) by the Executive for "Good Reason" (as defined in Section 2(b) below) at any time within the first twenty-four (24) months after a Change in Control.
(b) For purposes of Section 2(a)(iii) above, the Executive will be entitled to terminate employment with the Company and its subsidiaries for "Good Reason" after a Change in Control if:
Circumstances Triggering Receipt of Severance Benefits. (a) The Company shall provide the Executive with the benefits set forth in sections 5 and 6 upon any termination, of the Executive's employment by the Company within three years following a Change in Control for any reason except the following
(i) Termination by reason of the Executive's death, provided the Executive has not previously given a valid Notice Of Termination (as defined in Section 4) pursuant to Subsection 3(b);
(ii) Termination by reason of the Executive's disability. For the purposes hereof, "disability" shall be defined as the Executive's inability by reason of illness or other physical or mental disability to perform the duties required by his employment for any consecutive period of 180 calendar days, provided that notice of any termination by the Company because of the Executive's disability shall have been given to the Executive prior to the full resumption by him of the performance of such duties;
Circumstances Triggering Receipt of Severance Benefits. Banyan shall provide the Executive with the benefits set forth in Sections 5 and 6 upon any termination of the Executive's employment by Banyan or termination of employment for any reason except the following:
Circumstances Triggering Receipt of Severance Benefits. (a) Subject to Section 2(c) below, the Company will provide the Executive with the benefits set forth in Sections 4 and 6 below upon any termination, except for Cause, of the Executive's employment:
(i) by the Company at any time within the first twenty-four (24) months after a Change in Control;
(ii) by the Company at any time within one hundred eighty (180) days prior to a Change in Control;
(iii) by the Executive for "Good Reason" (as defined in Section 2(b) below) at any time within the first twenty-four (24) months after a Change in Control.
(b) For purposes of Section 2(a)(iii) above, the Executive will be entitled to terminate employment with the Company and its subsidiaries for "Good Reason" after a Change in Control if:
Circumstances Triggering Receipt of Severance Benefits. Subject to the Executive’s execution of a general release in favor of the Company, for which the seven (7)-day revocation period has expired, pursuant to which the Executive waives, effective as of the Termination Date (as hereinafter defined), any and all claims, known or unknown, and provided the Executive has not breached, and is in full compliance with all terms of, this Agreement, the Company shall provide the Executive with the benefits set forth in Section 4 upon the Executive’s Qualifying Termination. Notwithstanding the foregoing, the Executive (a) must deliver to the Company the general release (as described above) no later than twenty-one (21) days following the Termination Date (or if required under applicable law no later than forty-five (45) days following the Termination Date (the “Extended Consideration Period”)), and (b) must not revoke such general release within the applicable seven (7)-day revocation period. Any payments that would be made pursuant to Section 4(a)(i), Section 4(e) or Section 4(g) prior to the thirtieth (30th) day following the Termination Date shall be made on the first payroll date after the thirtieth (30th) day following the Termination Date (the “Initial Payroll Date”); provided that if the Extended Consideration Period applies, the above references in this sentence to the thirtieth (30th) day shall be changed to the sixtieth (60th) day.