Involuntary Termination; Termination for Good Reason Sample Clauses

Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive: (1) 100% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends, (2) any incentive compensation earned but not yet paid, (3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein, (4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and (5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed. (ii) During the 12-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates. (iii) Except as provided in th...
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Involuntary Termination; Termination for Good Reason. Subject to the provisions of Section 5 hereof, if either (i) your employment is terminated by the Company other than for Cause, or (ii) you voluntarily terminate your employment with the Company for Good Reason (as defined below), in either case, then, as a severance benefit, the Company shall continue to pay you an amount equal to one-twelfth (1/12th) of your Base Salary for without duplication, the following time period: (A) three (3) months, if and to the extent that your employment is terminated within twelve (12) months following the Effective Date; or (B) six (6) months, if and to the extent that your employment is terminated more than twelve (12) months following the Effective Date. Payment of amounts set forth in this Section 3(d) shall be paid to you monthly, in accordance with the Company’s normal payroll schedule and policy in effect from time to time.
Sample 1Sample 2Sample 3See All (8)
Involuntary Termination; Termination for Good Reason. Subject to the provisions of Section 5 hereof, if either (i) your employment is terminated by the Company other than for Cause, or (ii) you voluntarily terminate your employment with the Company for Good Reason (as defined below), in either case, then, as a severance benefit, the Company shall continue to pay you an amount equal to one-twelfth (1/12th) of your Base Salary for six (6) months. Payment of amounts set forth in this Section 3(d) shall be paid to you monthly, in accordance with the Company’s normal payroll schedule and policy in effect from time to time.
Sample 1Sample 2See All (6)
Involuntary Termination; Termination for Good Reason. Subject to the provisions of Section 6 hereof, if either (i) your employment is terminated by the Company other than for Cause, or (ii) you voluntarily terminate your employment with the Company for Good Reason (as defined below), in either case, then, as a severance benefit, the Company shall continue to pay you an amount equal to one-twelfth (1/12th) of your Base Salary for, without duplication, the following time period: (A) three (3) months, if and to the extent that your employment is terminated within twelve (12) months following the Effective Date; or (B) six (6) months, if and to the extent that your employment is terminated more than twelve (12) months following the Effective Date. Payment of amounts set forth in this Section 3(d) shall be paid to you monthly, in accordance with the Company’s normal payroll schedule and policy in effect from time to time. Notwithstanding anything herein contained to the contrary, for the purposes of this Section 3(d), “Effective Date” shall be deemed and construed, for the purposes hereof, to be March 14, 2011.
Sample 1Sample 2
Involuntary Termination; Termination for Good Reason. The Executive's employment hereunder may be terminated at any time by the Company without cause, or by the Executive for good reason. In the event that (a) the term of the Executive's employment under this Agreement terminates on March 31, 2004 in accordance with the provisions of Section 1.4 hereof, (b) the Company terminates the Executive's employment as a result of a good faith determination by the Company's Board that the Company has suffered a sustained economic downturn or that the Company requires a strategic redirection, (c) the Company terminates the Executive's employment for any other reason that does not constitute "cause" as defined in Section 2.3, (d) the Executive terminates his employment hereunder, other than following a Change in Control, as a result of a diminution by the Company of the Executive's position or responsibilities, as that position and those responsibilities existed prior to such diminution, a reduction by the Company in the Executive's Base Salary or potential maximum incentive as in effect prior to such reduction, or an adverse (to the Executive) change in the Executive's reporting relationship or status with the Company, then,
Sample 1
Involuntary Termination; Termination for Good Reason. The Executive’s employment hereunder may be terminated at any time by the Company without cause, or by the Executive for good reason. In the event that (a) the term of the Executive’s employment under this Agreement terminates on March 31, 2007 in accordance with the provisions of Section 1.3 hereof, (b) the Company terminates the Executive’s employment for any other reason that does not constitute “cause” as defined in Section 2.3, or (c) the Executive terminates his employment hereunder, other than following a Change in Control, as a result of a diminution by the Company of the Executive’s position or responsibilities, as that position and those responsibilities existed prior to such diminution, a reduction by the Company in the Executive’s Base Salary or potential maximum incentive as in effect prior to such reduction, an adverse (to the Executive) change in the Executive’s reporting relationship or status with the Company, or the Company’s failure to comply with Section 5.4 hereof, then, (a) For a period of 36 full calendar months next following the date of such termination, the Company shall be obligated to pay to the Executive (or his spouse or estate, as the case may be) an annual benefit in the amount and in the manner as set forth in subsection (a) of Section 2.2 hereof. (b) All benefits provided to the Executive under Sections 1.8, 1.9. 1.11, and 1.12 hereof shall continue for a period of 36 months following the date of such termination. (c) The restrictions on the Executive’s (or his heirs’) ability to exercise stock options or transfer shares of Restricted Stock, and the risk of forfeiture with respect thereto, shall lapse. (d) The Executive shall continue to participate in the SERP, according to its terms, and the Executive shall be credited with an additional five years of age and service for purposes of his participation in, and calculation of his benefits under, the SERP. The payments and benefits specified in paragraphs (a) through (d) will be in full and final satisfaction of all claims by or through the Executive against the Company and its representatives by reason of the employment of the Executive and its termination, except as otherwise expressly provided in this Agreement or as required by applicable law or regulation. A signed written Release to that effect, in form approved by the Compensation Committee of the Board, will be delivered by the Executive to the Company before any such payments or benefits are made or provided.
Sample 1
Involuntary Termination; Termination for Good Reason. (i) If Executive’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive: (1) 100% of the sum of (i) Executive’s annual base salary under Section 5(a) as in effect on the date the Term of Employment ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends. The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.
Sample 1
AutoNDA by SimpleDocs

Related to Involuntary Termination; Termination for Good Reason

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material 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) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • 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.

  • 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 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; 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; 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 Good Reason The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • 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.

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6

  • Good Reason Termination Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b):

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