Consequences of Termination without Cause or for Good Reason Sample Clauses

Consequences of Termination without Cause or for Good Reason. In the event Company terminates this Agreement without Cause or if the Executive terminates this Agreement with Good Reason (as defined below), the Executive shall receive the Accrued Rights (as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Release, the Executive shall be entitled to, and the Company shall be obligated to provide, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following the six (6) month anniversary of the consummation of such a Change of Control, a lump sum payment equal to two (2) times his Base Salary as in effect on the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one (1) times his Base Salary in effect on the Termination Date no later than fifteen (15) days after the Change of Control; 3) If the Agreement is terminated on or within six (6) months after a Change of Control (as defined below), a lump sum payment equal to three (3) times the Executive’s Base Salary as in effect on the Termination Date no later than fifteen (15) days after the Termination Date; 4) Any Standard Options granted under this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date to the extent the options would have become exercisable had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after ...
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Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s employment during the Employment Period (x) by the Company, which termination is not a termination for Cause (as defined above) or (y) by the Executive for Good Reason (as defined above), and provided that such termination is not by reason of death, or Disability (as defined in Section 6(e) hereof), then: (i) the Executive shall be entitled to the Accrued Obligations; (ii) the Executive shall be entitled to continued payment of Base Salary for a period of thirty (30) months following the Date of Termination, in accordance with the normal payroll schedule of the Company; (iii) the Executive shall be entitled to payment of the target Annual Bonus for the year in which the Date of Termination occurs, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the date that is 2 ½ months following the last day of the calendar year in which the Date of Termination occurs; (iv) the Executive shall be entitled to any unpaid Annual Bonus earned based on achievement of the performance goals and objectives with respect to the immediately preceding calendar year, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the March 15th of the calendar year in which the Date of Termination occurs; (v) a lump sum payment upon employment termination in an amount that, after applicable income and employment taxes calculated at the applicable maximum rate, is equal to the monthly premium that the Company paid towards the Executive’s health coverage as in effect immediately prior to his employment termination for a period of twelve (12) months following Executive’s termination of employment (the “COBRA Subsidy”), whether or not he elects COBRA coverage; and (vi) 100% vesting acceleration of all then outstanding time-based equity awards issued by a member of the Bowhead Group and waiver of any requirements of continued employment under the IPO Grant any other performance-based equity awards issued by a member of the Bowhead Group under the 2024 Omnibus Incentive Plan or otherwise after the Effective Date. Notwithstanding the foregoing, in the event that such termination occurs following a Change in Control, the amounts described in clauses (ii) through (v) above shall be paid in a single lump sum.
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Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause or if the Executive terminates this Agreement with Good Reason, the Executive and the Company shall have the following rights and obligations: (i) Notwithstanding anything in the Plan or in the applicable option or restricted stock agreements to the contrary, the Executive shall become fully vested in all of the Section 4(c) Restricted Shares and the Section 4(e) Options; (ii) if such termination occurs prior to a Liquidity Event, the Company shall pay the Executive the Liquidity Event Bonus; provided, that the Executive would have otherwise been entitled to such Liquidity Event Bonus pursuant to Section 4(f) but for the termination of his employment as described in this Section 5(c); (iii) if the conditions of Section 4(d) are met, then on June 30, 2008, the Company shall grant the Executive the Section 4(d) Shares; and (iv) the Executive shall be entitled to any Base Salary accrued but unpaid through the date of termination. Upon termination of employment, the Executive shall have no further rights to receive additional grants of options, restricted shares or any other benefits or compensation set forth in Section 4. Following such termination of Executive’s employment, the Company shall have no further obligations to the Executive under the terms of this Agreement.
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Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause, or if the Executive terminates this Agreement with Good Reason, the Company shall: (i) pay the Executive within ninety (90) days of the termination date $1,000,000 provided the Company has sufficient capital requirements to fulfil this clause, (ii) immediately pay the Executive all unreimbursed business expenses and accrued, unused vacation days; and (iii) accelerate the vesting of any unvested options to purchase ordinary shares and permit Executive to exercise such options during the remainder of the exercise period for such options.
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Consequences of Termination without Cause or for Good Reason. If Employer terminates this Agreement without Cause or if Employee terminates this Agreement with Good Reason (and Employer would not otherwise have the right to terminate Employee for Cause), Employer shall (a) continue to pay Employee Base Salary for a period (the “Payment Period”) equal the greater of (i) one year from the Termination Date or (ii) the Termination Date through September 1, 2003 and (b) pay Employee any Bonus Compensation (but not Additional Bonus Compensation) that Employee would be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason. The periods for which Employer is required to make payments to Employee pursuant to this Section 6(c) is hereinafter referred to as a “Severance Period”. If within any Severance Period Employee receives compensation for services rendered from any person or entity, whether as an employee or otherwise, such compensation shall reduce the payments due under Section 6(c), dollar for dollar. Employee shall promptly inform Employer of all such compensation received by him on a monthly basis during the applicable Severance Period.
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Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement without Cause, or if the Executive terminates this Agreement with Good Reason, the Company shall (i) pay the Executive within ninety (90) days of the termination date such sum or sums as he would have been entitled to receive had he continued to provide services under this Agreement until 29 May 2008, or, if termination occurs after 29 May 2007, then 1 year from the time of termination (less any payout made for the ninety (90) day notice period), notwithstanding that those services will not be required to be provided. The company can elect to pay such sum as cash, equity in Prana or as a combination of both cash and equity; (ii) immediately pay the Executive all unreimbursed business expenses and accrued, unused vacation days; (iii) allow the executive adequate time and opportunity after termination to remove all and any personal information from his computer (lap-top or otherwise) and (iv) accelerate the vesting of any unvested options to purchase ordinary shares and permit Executive to exercise such options during the remainder of the exercise period for such options.
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Consequences of Termination without Cause or for Good Reason. In the event Information Resources terminates the employment of Employee without cause pursuant to Section 6.1, or the Employee terminates his employment for "Good Reason" pursuant to Section 6.2 hereof, the Employee shall receive, for each of the twelve (12) months following any such termination of employment, his monthly Base Salary at the rate in effect immediately prior to the giving of the Section 6.1
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Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or Executive’s employment hereunder without Cause or if the Executive terminates this Agreement or his employment hereunder with Good Reason (and the Company would not otherwise have substantially the right to terminate Employee for Cause), the Company shall pay the Executive within thirty (30) days of his termination of employment (or such revised payment period pursuant to Section 11(o) of this Agreement) any Bonus Compensation that the Executive would be entitled to receive in the absence of his termination without Cause or for Good Reason. In the event that the Executive is entitled to severance benefits under Section 5(f) below, this Section 5(c) shall not apply and shall have no further force or effect.
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Related to Consequences of Termination without Cause or for Good Reason

  • Termination Without Cause or for Good Reason If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

  • Termination Without Cause or With Good Reason (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant. (ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment. (iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • 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:

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

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