Involuntary Termination — No Change in Control Sample Clauses
The 'Involuntary Termination — No Change in Control' clause defines the terms and consequences when an employee is terminated by the employer for reasons other than a change in the company's ownership or control. Typically, this clause outlines what severance, benefits, or notice the employee is entitled to if they are let go without cause, but not as part of a merger, acquisition, or similar event. Its core function is to clarify the rights and obligations of both parties in standard involuntary termination scenarios, ensuring that employees are treated fairly and that employers have clear guidelines to follow outside of major corporate changes.
Involuntary Termination — No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred in the preceding twelve (12) months and Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay “Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 12 months of Executive’s Base Salary as in effect immediately prior to the date of Executive’s termination of employment, payable as a single lump sum within 74 days of the termination of Executive’s employment.
Involuntary Termination — No Change in Control. If your employment is terminated under Section 9(b)(ii) or (v) above (such termination, an “Involuntary Termination”), you, or your estate or representative, if applicable, will be entitled to receive payment of severance benefits on the date of your Involuntary Termination (the “Severance Benefits”). The Severance Benefits shall consist of salary continuation for nine (9) months of monthly Base Salary amounts; provided that if you become employed during this period, then the Company’s obligation to pay Severance Benefits shall cease upon commencement of your new employment. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Separation, then the Company shall pay your monthly premium under COBRA until the earliest of (A) the date that is nine (9) months following your Involuntary Termination (the “Continuation Period”), (B) the expiration of your continuation coverage under COBRA and (C) the date when you are offered substantially equivalent health insurance coverage in connection with new employment or self-employment. Notwithstanding anything to the contrary above, if deemed necessary or advisable by the Company in its sole discretion to avoid adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to you, subject to all applicable withholdings. If the Company decides to treat the COBRA premium payments as taxable income compensation to you, the Company will gross-up the amount of the payments to cover all applicable withholdings.
Involuntary Termination — No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred in the preceding twelve (12) months and Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then the Company will pay “Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits will consist of: (i) a payment (less applicable withholdings and deductions) equivalent to 12 months of Executive’s Base Salary as in effect immediately prior to the date of Executive’s termination of employment, payable as a single lump sum within 74 days of the termination of Executive’s employment; (ii) the pro-rated amount of the bonus the Executive would have received had the Executive remained employed through the calendar year, to be determined at the Company’s sole discretion based on the Executive’s performance and payable as a single lump sum within 74 days of Executive’s termination of employment; and (iii) taxable cash payments paid each calendar month for 12 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (also, the “COBRA Payment”).
Involuntary Termination — No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred, and Executive is subject to an Involuntary Termination (as defined in Article 3.2.4), then the Company will, subject to the approval of the Compensation Committee, pay “Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits will consist of: (i) a payment (less applicable withholdings and deductions) equivalent to United States Dollars : Two Million only (“USD 2,000,000.00”), payable as a single lump sum within seven (7) days of the termination of Executive’s employment; and (ii) the pro-rated amount of the bonus the Executive would have received had the Executive remained employed through the calendar year, to be determined at the Company’s sole discretion based on the Executive’s performance and payable as a single lump sum within seven (7) days of Executive’s termination of employment. The use of the term “Cause” in this Section 3.3 in no way limits the right of the Company to terminate Executive’s employment pursuant to the provisions of this Article 3. The Company must notify the Executive, in writing, that the Executive is being terminated for Cause, and such notice shall identify in reasonable detail the facts and events that the Company believes constitute Cause in which case the Severance Benefit shall not be due and payable.
Involuntary Termination — No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred in the preceding twelve (12) months and Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then EALIXIR will pay “Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits will consist of: (i) a payment (less applicable withholdings and deductions) equivalent to 3 months of Executive’s Base Salary as in effect immediately prior to the date of Executive’s termination of employment, payable as a single lump sum within 74 days of the termination of Executive’s employment; (ii) the pro-rated amount of the bonus the Executive would have received had the Executive remained employed through the calendar year, to be determined at EALIXIR’s sole discretion based on the Executive’s performance and payable as a single lump sum within 74 days of Executive’s termination of employment.
Involuntary Termination — No Change in Control. If Executive is subject to an Involuntary Termination (as defined in Section 5(a)(iv), and specifically including, for avoidance of doubt, any notice of non-renewal by the Company pursuant to Section 2 herein) prior to the expiration of the then existing Initial Period or Renewal Period, and no Change in Control as defined in Section 5(a)(iii) above has occurred in the preceding eighteen (18) months, the Company shall pay “Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Severance Benefits shall consist of (i) a payment (less applicable withholdings and deductions) equivalent to 12 months of Executive’s Base Salary as in effect immediately prior to the date of the termination of Executive’s employment, payable as a single lump sum within 15 days of delivery of a release of all claims in a form satisfactory to Company; (ii) the pro-rated amount of the bonus Executive would have received had Executive remained employed through the calendar year, to be determined at the sole discretion of the Board based on Executive’s performance and Company performance achievement against goals set forth in the annual bonus plan as adopted by the Board for the year of termination payable as a single lump sum at the same time as annual bonuses are generally payable to other senior executives of the Company, but in all events no later than March 15th of the year following the year in which the Annual Bonus is earned; and (iii) taxable cash payments paid each calendar month for 12 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health, dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s plans immediately prior to Executive’s termination.