Involuntary Termination of Employment without Cause Sample Clauses

Involuntary Termination of Employment without Cause. If, at least one year after the Grant Date, Participant ceases to be an employee of Company on account of an involuntary Termination of Employment without Cause that is not a Qualifying CIC Separation, and no Comparable Position is offered, Participant shall be entitled to pro-rata vesting of the Earned Percentage of PSUs that are determined pursuant to Section 1.4 after the end of the Performance Period.
Sample 1Sample 2Sample 3See All (31)
AutoNDA by SimpleDocs
Involuntary Termination of Employment without Cause. Subject to Section 3(g), in the event of a Participant’s involuntary Termination of Employment without Cause prior to the applicable Vesting Date, such Participant shall: (i) immediately vest in all of his or her Service-Vested RSUs; provided, however, that such portion shall be reduced by the number of shares of Common Stock previously transferred to the Participant pursuant to the Service-Vested Component of the Award; and (ii) immediately vest in the greater of (1) the Target Number of Participant’s Performance-Vested RSUs, or (2) a pro-rata number of the Performance-Vested RSUs based on the performance from the commencement of the Performance Period through the date of Termination of Employment; provided, however, such portion shall be reduced by the number of shares of Common Stock previously transferred to the Participant pursuant to the Performance-Vested Component of the Award. Pursuant to Section 2(d), the applicable shares of Common Stock underlying the vested RSUs shall be transferred to the Participant within 30 days of the Participant’s Termination of Employment.
Sample 1Sample 2Sample 3
Involuntary Termination of Employment without Cause. Upon an involuntary termination of employment without Cause by the Company, Employee shall be entitled to exercise all of the options then outstanding and exercisable under the Award immediately prior to termination of employment for a period of 90 days following the Employee’s termination of employment; provided, however, in no event will the Award be exercisable beyond the original term of the Award.
Sample 1Sample 2Sample 3
Involuntary Termination of Employment without Cause. In the event that Participant’s employment with the Company and any subsidiary of the Company terminates and Participant receives severance pay pursuant to a written agreement with the Company, Participant’s Company Matching RSUs and the Company Matching Option to the extent not vested at the time of the Participant’s employment termination date but scheduled to vest during the severance period specified in the agreement providing for severance pay shall continue to vest and settle in accordance with the schedule set forth in Section I(D) and Section II(C)(i), respectively, of this Agreement. Participant will be responsible for any applicable withholding taxes that may become due as of Participant’s employment termination date. All Company Matching RSUs and the Company Matching Option to the extent not scheduled to vest during the specified severance period shall be forfeited as of the Participant’s employment termination date. To the extent vested, the Company Matching Option shall be exercisable on or before the ninetieth (90th) day following the last day of the severance period, as long as no government regulations or rules are violated by such continued vesting or exercise period; provided, however, that the Company Matching Option shall not be exercisable beyond its original term.
Sample 1Sample 2
Involuntary Termination of Employment without Cause. Subject to Section 4(e), in the event of the Executive’s involuntary Termination of Employment without Cause prior to satisfying the vesting requirements of Section 3, a pro rata portion of the Award, determined as set forth below, is immediately vested and shall be paid as soon as administratively practicable following the date of such Termination of Employment, but in no event later than 90 days thereafter. The pro rata portion of the Award shall be an amount equal to the following: (i) The amount of the Award multiplied by a fraction, the numerator of which is the number of months from the Effective Date to the date of Termination of Employment and the denominator of which is 36; minus (ii) Any payment received under Section 5(a). Any remaining portion of the Award is immediately forfeited and shall not become payable.
Sample 1
Involuntary Termination of Employment without Cause. If CBI terminates the Executive's employment with CBI and all affiliates without Cause, (i) CBI shall provide to the Executive the Severance Compensation for 12 months and the Bonus Runoff; (ii) the Restrictive Covenants shall be binding on the Executive during the 12-month period; and (iii) the Executive shall be 100% vested in all stock options under the CBI Stock Option Plan and in the Deferred Retention Plan benefits described above. If such termination occurs within four years after the effective date of this Agreement, then CBI shall have the option of extending the period during which Severance Compensation will be paid, and the corresponding period during which the Restrictive Covenants will apply, for any period CBI selects, but not later than the fifth anniversary of the effective date of this Agreement. CBI shall communicate the selected period to the Executive in writing within 5 business days following the date of the Executive's termination of employment. If CBI fails to give notice during the 5-day period, then CBI's option to extend the Severance Compensation and Restrictive Covenant period shall lapse, and such periods shall be limited to the stated 12 months.
Sample 1
Involuntary Termination of Employment without Cause. In the event the Company and its Subsidiaries initiate your termination of employment without Cause within the seventy-five (75) day period ending on the Vesting Date, you will vest in your Eligible Award on the Vesting Date despite your termination of employment. 3. Except as hereby amended, the 2022 PSU Award Agreements shall remain in full force and effect.
Sample 1
AutoNDA by SimpleDocs
Involuntary Termination of Employment without Cause. Subject to Section 3(g), in the event of a Participant’s involuntary Termination of Employment without Cause prior to the applicable Vesting Date, such Participant shall: (i) for Service-Vested RSUs, immediately vest in all of the Participant’s outstanding Service-Vested RSUs; and (ii) for Performance-Vested RSUs: (1) For the 2015 grant to the Company’s Chief Financial Officer, this Section 3(d)(ii)(A) shall read: “if prior to the end of the applicable Performance Period, such Participant shall retain his or her right to vest in Participant’s Performance-Vested RSUs as if the Retirement had not occurred, with the number of RSUs that will vest at the end of the applicable Performance Period to be based on the performance during the entire Performance Period; and” (A) if prior to the end of the applicable Performance Period, immediately vest in the greater of (1) the Target Number of Participant’s Performance-Vested RSUs, or (2) a pro-rata number of the Performance-Vested RSUs based on the performance from the commencement of the Performance Period through the date of Termination of Employment; and (B) if after the end of the applicable Performance Period, immediately vest in the Final Performance-Vested Number of RSUs reduced by the number of shares of Common Stock previously transferred to the Participant pursuant to the Performance-Vested Component of the Award. The applicable shares of Common Stock underlying the vested RSUs shall be transferred to the Participant within 30 days of the Participant’s Termination of Employment.
Sample 1
Involuntary Termination of Employment without Cause. Subject to Executive’s compliance with his continuing obligations under Sections 6, 7, 8, 10, and 11 below and subject to Section 19 below, and other than in circumstances set forth in Section 4(b) or Section 4(f), in the event that the Company terminates the Term of Employment and Executive’s employment prior to the Scheduled Expiration Date: (i) Executive shall be entitled to receive from the Company, as severance pay, (i) Base Salary at the annual rate at which Executive’s Base Salary was payable immediately prior to the end of the Term of Employment paid in accordance with regular payroll practices until the two-year anniversary of the date on which the Term of Employment terminated and (ii) an amount equal to any Plan Bonus (or pro rata portion) he would have received under the Bonus Plan (based upon Base Salary at the annual rate at which Executive’s Base Salary was payable immediately prior to the end of the Term of Employment, his Target Bonus Percentage and actual Company performance for the full fiscal year as certified by the Compensation Committee and taking into account any negative discretion the Compensation Committee has the right to exercise) calculated and paid in the same manner as if Executive’s employment had continued until the two-year anniversary of the date on which the Term of Employment terminated. (ii) Any of Executive’s restricted stock units that have not yet vested and any of Executive’s stock options (whether not yet exercisable) granted under the 1998 Employee Stock Option Plan, as amended, or the 2005 Stock Compensation Plan, as amended, outstanding on the date on which the Term of Employment terminates will not be cancelled, but will continue to be settled or to be or become exercisable in the manner and at the times set forth in their respective grant agreements and Plans, as if Executive’s employment had continued until the two-year anniversary of the date on which the Term of Employment terminated. (iii) Executive shall be entitled to the benefits described in Section 5 below. In the event that the Company terminates Executive’s employment under this Section 4(e), Executive shall have no right to any compensation or any other benefits under this Agreement except as set forth in Section 4(a) and this Section 4(e).
Sample 1

Related to Involuntary Termination of Employment without Cause

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • 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.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • 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.

  • 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; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!