Involuntary Termination by the Company Other Than For Cause or Disability Sample Clauses

Involuntary Termination by the Company Other Than For Cause or Disability. Following a Change of Control or by the Executive for Good Reason Following a Change of Control. If, during the one year period following a Change in Control, the Company terminates the Executive’s employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, the obligations of the Company and the Parent under this Agreement shall terminate upon such termination except for the obligation to pay or provide to the Executive the following: (i) any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, (ii) a lump-sum payment equal to two (2) times the sum of Base Salary and the average Annual Bonus Payment paid or payable to the Executive for the three completed years prior to the year of such termination, (iii) a lump-sum payment equal to the Executive’s target Annual Bonus Payment for the year of such termination, (iv) such retirement, incentive and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company or Parent in which the Executive participates, including without limitation the SERP, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans, (v) the continued health and other benefits provided by Article XI of the SERP in the event of a “Termination Following a Change in Control” (as defined in the SERP) whether or not the Executive’s termination constitutes such a termination for purposes of the SERP, and (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. Each of the payments described in clauses (ii) and (iii) above shall be made within thirty (30) days of the Executive’s termination of employment.
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Involuntary Termination by the Company Other Than For Cause or Disability. Voluntary Termination by the Executive.
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Related to Involuntary Termination by the Company Other Than For Cause or Disability

  • Termination by the Company Without Cause or by the Executive for Good Reason If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

  • Good Reason; Other Than for Cause or Disability If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason:

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • Involuntary Termination by the Company without Cause At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice.

  • Termination by the Company Without Cause or by Executive for Good Reason If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason:

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Good Reason; Other Than for Cause, Death or Disability If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

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