Involuntary Termination by Company Sample Clauses

Involuntary Termination by Company. (a) Company may terminate Executive's Employment at any time for any reason other than death, Disability, Retirement, or for Cause (as defined in section 5.7), by giving Executive a Notice of Termination.
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Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If (x) the Company terminates the Employee’s employment for any reason other than Due Cause, death or Disability or (y) the Employee terminates the Employee’s employment with the Company due to a Constructive Termination (as defined below), then (i) the Company will pay to the Employee (A) the Employee’s Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one (1) times the Employee’s then current Base Salary (or, if the Employee resigns pursuant to clause (x) of the definition of Constructive Termination, the Employee’s Base Salary in effect immediately prior to the material diminishment which is the basis of the Constructive Termination), to be paid in a cash lump sum payment within five (5) days after the date on which the Employee has timely executed and delivered to the Company the Release described in Section 3(f) and any revocation period in such Release has expired without the revocation of such Release by the Employee (but in any event no later than 2 ½ months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.
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Involuntary Termination by Company. If at any time during the Employment Term other than within 12 months following a Change in Control, (i) the Company terminates the employment of Executive involuntarily and without Business Reasons or (ii) the Company notifies Executive in writing of its intention to terminate this Agreement as of the end of the Employment Term or renewal thereof pursuant to Section 2 hereof without Business Reasons, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date (as defined in Section 7.C hereof) plus continued Base Salary for a period of 12 months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or the Committee on behalf of Executive and not previously paid to Executive, (C) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive, but only to the extent such options were vested as of the Termination Date, (D) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such benefits to be paid by the Company during the Severance Period, and by Executive for any period beyond the Severance Period, and (E) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the provisions of Section 8 of this Agreement during the Severance Period, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination Date.
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Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If the Company terminates the Employee’s employment for any reason other than Due Cause, death or Disability (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one (1) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the date that the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2 1/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.
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Involuntary Termination by Company. In the event of any involuntary termination of employment of the Employee by the Company, other than termination for Good Cause, Employee shall be entitled to receive, in a lump sum within ten business days after the effective date of such termination, an amount equal to the base salary to which Employee would have been entitled for the next twelve months. Any reduction in Employee's base compensation or a material reduction or adverse change in his duties and responsibilities, or any change in his work which involves a relocation of his principal place of employment by more than 50 miles, shall be treated as a termination of employment by the Company under this paragraph unless (i) Employee consents in writing to such reduction or change, or (ii) the Company can demonstrate by clear and convincing evidence that such reduction or change was based primarily on Employee's failure to reasonably perform his duties and responsibilities under the circumstances and, further, that such reduction or change was made only after the Company had provided Employee with written notice of such failure and a reasonable period of time to correct such failure.
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Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If the Company terminates the Employee’s employment for any reason other than Due Cause, death or the Employee’s disability, then the Company will pay to the Employee his Base Salary in equal installments to be paid in accordance with the payroll policies of the Company as in effect on the date of termination (which will be at least every 30 days) for a twelve (12) month period following such termination (each payment shall be deemed to constitute a separate payment). The Company will also provide at the Company’s cost twelve (12) months of health care benefits for Employee and his family under the then existing basic group health benefit plans determined in accordance with the terms and conditions of those plans; provided, however, that if the Company’s group health plan is self- insured, such premiums will be paid by the Company on an after-tax basis to the Employee. After the end of the twelve (12) month period of health coverage after termination, the Employee shall be entitled to elect continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the applicable regulations.
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Involuntary Termination by Company. (a) Company may terminate Consultant's Engagement at any time for any reason other than death, Disability, Retirement, or for Cause (as defined in section 5.7), by giving Consultant a Notice of Termination.
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Related to Involuntary Termination by Company

  • Voluntary Termination by Company COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.

  • Voluntary Termination by Employee Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Involuntary Termination with Cause The Employer may terminate the Executive’s employment for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated for Cause by either of the Corporation or the Bank, the Executive shall be deemed also to have been terminated for Cause by the other. The Executive shall not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the board of directors called and held for the purpose, which resolution shall (x) contain findings that the Executive has committed an act constituting Cause, and (y) specify the particulars thereof. The resolution of the board of directors shall be deemed to have been duly adopted if and only if it is adopted by the affirmative vote of a majority of the directors of the Corporation then in office or a majority of the directors of the Bank then in office, in either case excluding the Executive. Notice of the meeting and the proposed termination for Cause shall be given to the Executive a reasonable time before the meeting of the board of directors. The Executive and the Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For purposes of this Agreement “Cause” means any of the following:

  • Involuntary Termination Without Cause and Voluntary Termination with Good Reason With written notice to the Executive at least thirty (30) days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the notice period. With advance written notice to the Bank as provided in clause (y), the Executive may terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) of this Section 3.4 are satisfied:

  • Voluntary Termination Executive may voluntarily terminate Executive’s employment for any reason upon 30 days’ prior written notice. In such event, after the effective date of such termination, except as provided in Section 2.2 with respect to a resignation for Good Reason, no further payments shall be due under this Agreement, except that Executive shall be entitled to any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company.

  • Termination by Company The Company will have the following rights to terminate this Agreement:

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Voluntary Termination by the Employee The Employee may voluntarily terminate the Employee's status as employee for other than Good Reason.

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

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