Involuntary Termination Clause Samples

Involuntary Termination. If the Covered Person’s employment is terminated as a result of Involuntary Termination, then, subject to the Covered Person executing a general release in favor of the Company, the Covered Person shall be entitled to receive a lump sum severance payment in an amount equal to eighteen (18) months of the Covered Person’s annual Target Compensation; and in addition, for a period of eighteen (18) months after such termination (the “COBRA Payment Period”), the Company shall be obligated to provide the Covered Person with continued participation in medical, dental, vision, and life insurance benefits that are substantially equivalent to the Covered Person’s benefits that were in effect immediately prior to the Change of Control (the “COBRA premiums”). In addition, outstanding stock options and shares of restricted stock or restricted units held by the Covered Person granted prior to the date of such termination under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date of such termination. Any severance payments to which the Covered Person is entitled pursuant to this section shall be paid in a lump sum within sixty (60) days of the effective date of the Covered Person’s termination. For purposes of this Paragraph 3(a)(i), the term “Target Compensation” shall mean the highest amount of Target Compensation applicable to the Covered Person from the period of time immediately prior to the Change of Control through the effective date of the Covered Person’s termination. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Covered Person on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA Payment Period.

Involuntary Termination. “Involuntary Termination” shall mean:

Involuntary Termination. Without Cause at the Company’s option at any time, with or without notice and for any reason whatsoever, other than death, disability or for Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply): (i) a lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly Base Salary in effect on the date of Involuntary Termination multiplied by 12, together with a prorated amount of Monthly Base Salary for any partial month in which such termination occurs; (ii) a lump-sum payment in cash (in accordance with Section 4.10) equal to the amount of Executive’s (a) target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the Involuntary Termination, and (b) unused vacation days earned the year prior to the year in which Executive’s Involuntary Termination occurs, plus pro rata vacation days earned in the year in which Executive’s Involuntary Termination occurs; (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and (iv) all stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the date of Involuntary Termination shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full on the date of Involuntary Termination and shall remain outstanding and in effect in accordance with their respective terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse on the date of Involuntary Termination. Executive may exercise any suc...

Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the the...

Involuntary Termination. The Company may terminate Executive’s employment with the Company without Cause at any time on thirty (30) days’ advance written notice to Executive. Executive may terminate Executive’s employment with the Company by reason of a Resignation for Good Reason. In the event of any such Involuntary Termination, Executive shall be entitled to receive unpaid base salary at the rate then in effect, prorated to the Termination Date, together with any amounts to which Executive is then entitled pursuant to any employee benefit or business expense reimbursement plan or arrangement in which Executive is then a participant. In addition, provided that Executive executes and delivers to the Company in connection with such termination of employment a release of claims substantially in the form attached hereto as Exhibit A, amended as necessary to comply with applicable law (the “Release”) and the period for revocation, if any, of the Release has lapsed on or before the sixtieth (60th) day following the Termination Date without the Release having been revoked, the Company shall provide Executive with the following (the “Severance Benefits”), and all other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished: (a) Cash Severance (Non-Change in Control). Executive shall receive on the sixtieth (60th) day following the Termination Date a lump sum cash amount (less applicable withholdings) equal to the sum of (i) twelve (12) months of Executive’s base salary at the rate then in effect (without giving effect to any reduction in the base salary rate amounting to Good Reason), (ii) an amount equal to 100% of Executive’s annual cash bonus (or, for so long as the Company maintains a annual bonus program payable in equity awards of the Company in lieu of an annual cash bonus program, 100% of the dollar amount of Executive’s target equity award under such bonus program), calculated based on the annual cash bonus (or value of equity awards) for the year in which Executive’s employment was terminated (or the prior year if a target annual cash bonus or equity award amount hadn’t yet been established for such year) that would be paid (or granted) to Executive if Executive’s employment had not terminated and if all performance-based milestones were achieved at 100% of the target level by both the Company and Executive (the “Target Bonus”), and (iii) all annual bonus amounts earned during the year in which the termination ...

Involuntary Termination. The term “Involuntary Termination” shall mean either the Executive’s (i) Termination Without Cause or (ii) Resignation for Good Reason.

Involuntary Termination. If the Executive's employment is terminated by the Corporation during the term of this Agreement, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan. If the termination is not a termination for Cause, as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive's death or disability, then the Corporation shall also be obligated to make a series of monthly severance payments to the Executive for each month during the remaining term of this Agreement, but not less than twelve (12) months. Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of (i) the Executive's annual base salary, as in effect on the date of termination, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum bonus equal to forty percent (40%) of his annual base salary. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the payments shall be reduced by all amounts the Executive receives as compensation for services performed during such period. The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) by seeking such a replacement position. In addition, if the termination is not a termination for Cause as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive's death or disability, then: (i) Any stock options, restricted stock or other awards granted to the Executive under the Corporation's 1995 Stock Incentive Plan shall become fully vested and, in the case of stock options, exercisable in full; (ii) The Executive shall be provided continued coverage at the Corporation's expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination fo...

Involuntary Termination. If Employee’s employment with the Company shall be subject to an Involuntary Termination, Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 16.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following amounts and take the following actions after the last day of Employee’s employment with the Company: (a) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control, pay to Employee in equal monthly installments an amount in cash equal to the Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Company and subsequent installments to be paid on the first day of each of the next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the year following the year in which Employee’s employment was terminated, with each installment equal to the Severance Amount divided by the total number of such installments to be paid; (b) if the Involuntary Termination occurs on the date of a Change in Control or before the second anniversary of the Change in Control, pay to Employee on the date that is 60 days after the date of Employee’s termination of employment with the Company a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if this paragraph applies with respect to a Pro Rata Bonus for a calendar year beginning on or after January 1, 2010 and is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Code, then this paragraph shall apply with respect to such Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Empl...

Involuntary Termination. For purposes of this Agreement, “Involuntary Termination” means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.