Consequences of Termination Without Cause Sample Clauses

Consequences of Termination Without Cause. Upon any termination of Executive’s employment with the Company, except for a termination for Cause, the Executive shall be entitled to: (a) a payment equal to two (2) years’ worth of the then-existing Base and the prior year’s Cash Bonus (the “Severance”); and (b) retain the benefits set forth in Article IV for the balance of the term and all outstanding compensation owing as of the termination date. The Severance shall be paid, at Executive’s option, either (x) in a lump sum upon termination or (y) as and when normal payroll payments are made (except in the case of the Cash Bonus which shall be payable in a lump sum between on December 31st of each year). As a condition to the Company’s obligation to pay said Severance, Executive shall execute a comprehensive release of any and all claims that Executive may have against the Company (excluding any claims for the Company to pay or provide Accrued Obligations and Severance Benefits) (Release of Claims) within twenty one (21) days of the effective date of termination of employment and Executive shall not revoke said release in writing within seven (7) days of execution.
Sample 1
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Consequences of Termination Without Cause. In the event Executive’s employment is terminated without Cause, Executive will receive: (i) unpaid Base Salary then in effect, prorated to the date of termination, together with any amounts to which Executive is entitled pursuant to Sections 1.2(b), 1.2(c), 2.3 and 2.4 of this Agreement; and (ii) ratably, in equal monthly installments in accordance with the Company’s standard payroll practice, his annual Base Salary then in effect for two (2) years from the termination date, plus continuation of Executive’s then current benefits for a period of two (2) years from the termination date, less required deductions on all amounts described in (i) and (ii) for withholding tax, social security and all other applicable employment taxes; provided that Executive executes a full general release, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, in substantially the form attached hereto as Exhibit A, or in another form that is acceptable to the Company and Executive, provided that such release shall exclude amounts due or to become due to Executive as contemplated by this Agreement, any other written agreement between Executive and the Company then in effect, and any rights to indemnification of Executive under the Company’s articles of incorporation and bylaws. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.
Sample 1
Consequences of Termination Without Cause. In the event Executive’s employment is terminated without Cause, Executive will receive: (1) unpaid Base Salary then in effect, prorated to the date of termination, together with any amounts to which Executive is entitled pursuant to Sections 5 and 6 of this Agreement; (2) ratably, in equal monthly installments in accordance with the Company’s standard payroll practice, his Base Salary for eighteen (18) months from the termination date plus one year’s expected incentive compensation prorated for the percentage of the year that has elapsed as of the date of such termination (assuming for purposes of calculating the incentive compensation amount, satisfaction of all performance based milestones by both Company and the Executive); and (3) full acceleration of the vesting of any unexercisable or unvested portion of all outstanding options then held by Executive (Sections 7.2(a)(2) and 7.2(a)(3) collectively referred to as the “Severance Payments”); provided that Executive: (a) complies with all surviving provisions of this Agreement, including without limitation those provisions specified in Section 8, below; (b) executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company, in substantially the form attached hereto as Exhibit B, or in another form that is acceptable to Company and Executive, provided that such release shall exclude amounts due or to become due to Executive as contemplated by this Agreement. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment.
Sample 1
Consequences of Termination Without Cause. If the Company terminates Employee's employment without good cause, as defined in Section 9.1 hereof, or if Employee resigns for good reason, as defined in Section 9.2 hereof, then: 9.3.1 The Company shall pay to Employee within 30 days following the effective date of such termination without good cause or resignation for good reason all of the Salary that would have been payable to Employee hereunder from the date of such termination or resignation until the expiration of the term hereof, together with all accrued and unpaid compensation or benefits through the date of termination. 9.3.2 If Employee is eligible for and elects health insurance continuation coverage under COBRA, then for as long as Employee remains eligible for such benefits, the Company shall pay all premiums associated with such coverage; and 9.3.3 If any of the Incentive Bonus Shares remain subject to forfeiture pursuant to the terms of Section 5.2 hereof, all such conditions shall immediately terminate, and the Incentive Bonus Shares shall be free of the risk of forfeiture.
Sample 1
Consequences of Termination Without Cause. In the event of termination of the Executive's employment hereunder without Cause: (a) the Executive shall be immediately relieved of all of his responsibilities and authorities as an officer, director and employee of the Corporation and, if applicable, of the Corporation's subsidiaries and affiliates, effective as of the date of termination of the Executive's employment fixed by the Corporation; (b) subject as hereinafter provided, for a period of thirty (30) days following the termination of the Executive's employment, the Corporation shall continue benefits to the Executive and/or the Executive's family under benefit plans equal to any which would have been provided to the Executive and them if the Executive's employment had not terminated; and (c) subject to any required regulatory and shareholder approvals, all of the stock options granted to the Executive by the Parent and outstanding on the date of termination of the Executive's employment shall be governed by the terms of the applicable stock option plan(s) and stock option agreement(s).
Sample 1
Consequences of Termination Without Cause. 4.1 If the Company terminates Executive’s employment “Without Cause” pursuant to this Schedule, then following such termination Executive shall be entitled to receive; (a) the Base Salary up to the Termination Date; any bonus earned by Executive pursuant to clause 3.3 of the Service Agreement and any applicable bonus scheme for a calendar year already completed but not yet paid; and any benefits to which Executive is entitled pursuant to the Service Agreement up to the Termination Date; and any notice monies the Executive may be due pursuant to the Service Agreement and (b) subject to signature by the Executive of a Compromise Agreement within 10 days after the Termination Date or within 10 days following receipt by SITEL Corporation of a Compromise Agreement signed by the Executive and his legal advisor, a lump sum payment equal to the aggregate of (i) one (1) times the annual Base Salary provided for in Section 6 (less the value of any notice monies paid or due to Executive pursuant to the Service Agreement); and (ii) one (1) times the target bonus for the calendar year in which the effective date of termination occurs; and (c) continuation of long-term disability and life insurance benefits at SITEL Corporation’s expense for a period of twelve (12) consecutive months after the Termination Date provided that the long-term disability benefit plan and the life insurance benefit plan, as the case may be, permit Executive’s continued participation; provided that, if either such plan does not permit Executive’s continued participation after the Termination Date and under such plan Executive has a right to convert such benefit to an individual insurance contract or such plan provides a portability option to continue coverage as a former employee, then, if Executive timely elects such conversion or portability option subject to the terms of such plan, Company shall reimburse Executive for such premiums incurred for such twelve (12) consecutive month period; provided further that Executive shall have no right to a continuation of long-term disability or life insurance coverage after the effective date of termination except as provided in the preceding provisions of this section 4. 4.2 Each of the continued benefits or reimbursements provided under Section 4.1 of this Schedule shall cease at such time as Executive becomes eligible for substantially similar or improved benefit or benefits from a subsequent employer.
Sample 1

Related to Consequences of Termination Without Cause

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • Consequences of Termination of Employment 5.1 Death ----- In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

  • Termination by Employer Without Cause Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

  • Termination Without Cause by the Company During the term of this Agreement and at times following the Company’s successfully consummating its first equity financing of $10 million or more in gross proceeds following the Effective Date (the “First Financing”), if the Company terminates the Executive’s employment without Cause pursuant to Paragraph 4(d) of this Agreement (a “Termination without Cause”), under circumstances that constitute a Involuntary Separation from Service with the Company (as defined for purposes of §409A of the Internal Revenue Code), the Company shall pay the Executive that ratable amount of Annual Compensation which the Executive would earn in 12 months based on Executive’s then-current salary and target bonus level (the “Severance Period”). Executive shall continue to participate in all other benefit plans during the Severance Period, except to the extent prohibited by law or any applicable employee benefit plan. All Stock Options granted to Executive which have vested prior to the final day of Executive’s employment under this Agreement (the “Termination Date”) shall remain vested and exercisable for the exercise period set forth in Executive’s Option Award Agreement. The Company will continue to vest Stock Options and stock awards during the Severance Period in accordance with the following vesting schedule: (1) If a Termination without Cause occurs during the first year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the calendar quarter after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (2) If a Termination without Cause occurs during the second year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the two (2) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (3) If a Termination without Cause occurs during the third year of the term of this Agreement or thereafter, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the three (3) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement. Notwithstanding the foregoing provisions of this Section 5(d), if Executive receives a Termination without Cause prior to the First Financing, Executive shall receive no severance. Payment of the Executive’s separation pay benefit under this Section 5(d), if any, shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service, and shall continue in monthly installments thereafter until all 6 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of the Executive’s annualized compensation or the maximum amount that may be taken into account for qualified plan purposes (in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid in 6 equal monthly installments commencing as of the first of the month after the date that is six months after the Executive’s Separation from Service date. (iii) In no event shall payments be accelerated, nor shall the Executive be eligible to defer payments to a later date.

  • Termination by the Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

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