INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE Sample Clauses

INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then: (i) the Company shall pay Executive a lump sum equal to any annual salary and other benefits earned and accrued under this Agreement prior to the Termination Date (and reimbursement under this Agreement for expenses incurred prior to the Termination Date); (ii) the Company shall pay Executive an amount equal to the target Annual Bonus for the Termination Year multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in the Termination Year; (iii) the Company shall pay Executive an amount equal to three times the Severance Amount; (iv) all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (1) one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein); (v) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s stock (provided, however, that as a condition precedent to the Company’s obligation to forgive such loans, the Company may withhold from other amounts payable to Executive, or require Executive to pay to the Company, the amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans); (vi) the Company shall continue to provide Executive, for the longer of one year or the remainder of the Employment Term, with the level of health/medical insurance or coverage provided to Executive at the time of such termination; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (vii) the Company shall pay to Executiv...
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INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. If Executive’s employment with the Company terminates within eighteen (18) months after a Change of Control as a result of an Involuntary Termination or a termination by the Company without Cause, then in lieu of any payments or benefits under Section 10 above, Executive will be entitled to receive: 11.1.1. any accrued but unpaid Base Salary; 11.1.2. any earned but unused PTO; 11.1.3. any annual bonus earned but not yet paid with respect to a calendar year ending prior to the date of such termination; 11.1.4. a lump sum payment equal to 1.5 times the greater of: (a) the Executive’s annual Base Salary at the time of the Change of Control, or (b) the Executive’s annual Base Salary at the time of such termination; 11.1.5. waiver of the applicable premiums otherwise payable for any COBRA continuation coverage elected by Executive and/or his eligible dependents under the Company’s group health plans in connection with Executive’s termination of employment for a period of 12 months; and 11.1.6. with respect to all options to purchase stock of the Company and all shares of restricted stock of the Company held by Executive at the time of his termination, full acceleration of the vesting and exercisability of such options and full acceleration of the lapse of any forfeiture conditions applicable to any such shares of restricted stock.
Sample 1
INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. If Executive’s employment with the Company terminates within eighteen (18) months after a Change of Control as a result of an Involuntary Termination or a termination by the Company without Cause, then Executive will not be required to repay any advances on Incentive Compensation previously paid to him with respect to the year of his termination. In addition, in lieu of any payment or benefit under Section 10, the Executive will be entitled to receive: 11.1.1. any accrued but unpaid Base Salary; 11.1.2. any earned but unused PTO; 11.1.3. any Incentive Compensation earned by Executive through his date of termination offset by any payments made to Executive for unearned Incentive Compensation. Such Incentive Compensation will be paid to Executive in a single lump sum on or before the 15th day following the completion of the annual audit for the applicable calendar year. Executive will be required to repay any unearned Incentive Compensation paid to the Executive within 15 days after the completion of the annual audit for the applicable calendar year. 11.1.4. a lump sum payment equal to the greater of (a) the Executive’s annual Base Salary at the time of the Change of Control, or (b) the Executive’s annual Base Salary at the time of such termination; 11.1.5. waiver for a period of six months of the applicable premiums otherwise payable for any COBRA continuation coverage elected by Executive and/or his eligible dependents under the Company’s group health plans in connection with Executive’s termination of employment; and 11.1.6. with respect to all options to purchase stock of the Company and all shares of restricted stock of the Company held by Executive at the time of his termination, full acceleration of the vesting and exercisability of such options and full acceleration of the lapse of any forfeiture conditions applicable to any such shares of restricted stock.
Sample 1
INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. (a) If Executive shall suffer an Involuntary Termination or a Termination Without Cause, then (i) the Company shall pay Executive cash compensation in a lump sum equal to (A) Executive's base salary (based on Executive's base salary at the time of such termination) plus (B) the prior year's Annual Bonus under Paragraph 3(b) or, if greater, $100,000 (except as set forth in Section B, Paragraph 10 hereof); (ii) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive with the level of health/medical insurance or coverage provided to Executive at the time of such termination; it being expressly understood and agreed that nothing in this clause (ii) shall restrict the ability of the Company to amend or terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide any coverage after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements); (iii) all outstanding unvested Options granted under Paragraph 3(f) shall vest and shall otherwise be exercisable in accordance with their terms; (iv) subject to Executive's satisfaction of any tax-withholding obligations as contemplated by Section B, Paragraph 3(c) hereof, the Company shall forgive $300,000 of the loan made by the Company to Executive under
Sample 1

Related to INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE

  • 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.

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • 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 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.

  • Voluntary Termination; Termination for Cause If Executive’s employment with the Company terminates voluntarily by Executive or for “Cause” by the Company, then (i) all vesting of the Option will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

  • 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 Without Cause The Company may terminate Executive’s employment without Cause.

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

  • 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.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

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