Involuntary Termination Without Cause or Voluntary Termination for Good Reason Sample Clauses

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Company terminates this Agreement without Cause (as defined below) or if Executive terminates this Agreement with Good Reason (as defined below), and in either case Executive provides (and does not revoke) an executed release pursuant to Section III.H., then Executive shall receive the following payments (subject to any applicable payroll or other taxes required to be withheld): 1. the Accrued Obligations; 2. an amount equal to two times the Executive’s Base Salary, payable in equal installments on the Company’s regular pay dates, for the two-year period beginning on the date of termination; and 3. provided the Executive is providing consulting services pursuant to Section IV, an amount equal to the projected annual bonus payable to Executive as of the date of termination, determined based on the weekly performance projection for the remainder of the calendar year as of the second Friday following the date of termination, as applied to the terms and conditions of the applicable Exhibit A, which amount shall be payable in equal installments on the Company’s regular pay dates, for the two-year period beginning on the date of termination, which payments shall cease if the Executive’s consulting services cease prior to the end of such period.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Executive's employment is involuntarily terminated without Cause (as described in Section 3.3 of this Agreement), or voluntarily terminated for Good Reason, the Executive shall vest 100% in all deferral balances derived from Executive Retirement/Retention Awards granted under this Agreement. The payment of such amounts shall be determined by the terms of the Plan.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. Employee’s employment hereunder may be terminated by the Company without Cause or by Employee for Good Reason. In the event of such termination, Employee shall be entitled to receive: (a) any accrued but unpaid Base Salary and accrued but unused vacation; (b) any earned but unpaid bonus; (c) reimbursement for unreimbursed business expenses properly incurred by Employee; (d) such employee benefits (including equity compensation), if any, as to which Employee may be entitled under the Company’s employee benefit plans as of the termination date; and (e) continued Base Salary for six months following the Termination Date at a rate based on the highest annual Base Salary in effect during the 12 months prior to the Termination Date, subject to (i) Employee’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in such form as the Company may reasonably request and (ii) Employee’s compliance with Sections 3, 5 and 6 of this Agreement, provided that the Company may at any time elect to pay the balance of the severance payments in the form of a lump sum cash payment. Notwithstanding the foregoing, in the event Employee’s employment is terminated before his Base Salary has been increased to at least US$100,000, and such termination occurs (i) within twelve (12) months following a Change in Control, or (ii) at any time following the Board’s approval of a Change in Control if such Change in Control is subsequently consummated, then, for purposes of Section 4.3(e), Base Salary shall be deemed to be US$100,000. Upon the consummation of a Change in Control described in the foregoing clause (ii), the Company shall make a lump sum payment to Employee in an amount equal to the difference between the amounts actually paid to him prior to such consummation and the amounts that are owed to him based on the foregoing method of determining Base Salary.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Company terminates this Agreement without Cause (as defined below) or if Executive terminates this Agreement with Good Reason (as defined below), and in either case Executive provides (and does not revoke) an executed release pursuant to Section III.I., then Executive shall receive the following severance pay (subject to any applicable payroll or other taxes required to be withheld): 1. the Accrued Obligations; 2. Provided Executive complies with the covenants set forth in Section IV of this Agreement, an amount equal to one (1) times the Executive’s Base Salary, payable in equal installments on the Company’s regular pay dates, for the one-year period beginning on the date of termination, plus an amount equal to the projected annual bonus payable to Executive as of the date of termination, determined based on the weekly performance projection for the remainder of the calendar year as of the second Friday following the date of termination, as applied to the terms and conditions of the applicable Exhibit A, which amount shall be payable in a lump sum payment no later than 2 1⁄2 months after the end of the fiscal year in which such bonus is earned.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (not due to [his][her] death or Disability), (i) all TSUs shall fully vest, and all PSUs shall fully time vest, upon such termination, and (ii) if such termination occurs after the second anniversary of the Effective Date (as defined in the Employment Agreement) and prior to the end of the Performance Period, then with respect to any PSUs that have not performance-vested as of such termination, such PSUs shall performance vest to the extent that the price per share of Common Stock as of such termination equals or exceeds the 15-Day VWAP targets set forth above (in each case, reduced by $0.25), in each case, subject to the Participant’s execution and non-revocation of the Release (as defined in the Employment Agreement) no later than the 60th day following the Participant’s termination of Service. Any PSUs that have not performance-vested in accordance with Section 2.b hereof as of such termination of Service will be forfeited immediately and without consideration. For all purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the definitions given to them in the Employment Agreement as of the termination date.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. (not in connection with a Change in Control). The following provisions apply if Participant terminates employment as a result of an Involuntary Termination (as defined below) without Cause (as defined in the Plan) or a Voluntary Termination for Good Reason (as defined below) and such termination is not a Qualifying Termination (in connection with a Change in Control), as defined in the Plan. If Participant’s employment is terminated as a result of an Involuntary Termination without Cause or a Voluntary Termination for Good Reason prior to a Scheduled Vesting Date, then (i) unvested RSUs granted during the prior six month period will be forfeited; (ii) provided that Participant timely executes a waiver and release of claims against the Company in a form acceptable to the Company, those RSUs that otherwise would have vested during the twelve (12) month period following Participant’s termination will immediately become vested upon Participant’s termination; and (iii) all other unvested RSUs shall be forfeited. “Involuntary Termination without Cause” means termination of Participant’s employment by the Company’s exercise of unilateral authority in circumstances where Participant was willing and able to continue employment and such termination was not for Cause (as defined in the Plan). “Voluntary Termination for Good Reason” means Participant’s voluntary termination of employment as a result of (i) a material diminution of Participant’s annual base compensation, authority, duties or responsibilities; (ii) a material change in Participant’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of the agreement under which Participant serves (e.g. an employment agreement), and in each case Participant has advised the Company in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and the Company has not remedied the condition with thirty (30) days following receipt of such notice. Notwithstanding the foregoing, the provisions in this Section 3(e) will apply only if Participant has at all times that Restricted Stock Units are outstanding under this Agreement complied with the terms of any applicable confidential...

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Participant is involuntarily terminated without Cause or voluntarily terminates for Good Reason before satisfying the continuous employment requirement set forth in Section 2) of the Terms and Conditions, and under circumstances not described in Subsection b), c), d), or e), below, all vesting requirements shall be accelerated as if the Participant had satisfied the continuous employment requirement set forth in Section 2) of the Terms and Conditions. For purposes of this paragraph, Good Reason shall mean: i) a material, involuntary decrease in base pay or incentive opportunity, other than a reduction applied to substantially all executive officers; ii) the relocation of Participant’s primary office location more than twenty (20) miles outside the Oklahoma City, Oklahoma metropolitan area; or iii) failure by the Company to make any required payment to Participant when due. In the event of a voluntary termination for Good Reason, Participant must notify the Company in writing of his intention to voluntarily terminate for Good Reason within thirty (30) days of the event giving rise to the Good Reason. Should the Good Reason remain uncured for thirty (30) days after the Company receives notice, then Participant must resign within thirty (30) days of the end of the cure period to permit this acceleration of vesting.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. Pursuant to the terms of the Employment Agreement between you and Bank of America dated October 27, 2003 that became effective upon consummation of the merger with FleetBoston Financial Corporation (the “Employment Agreement”), if, during the “Employment Period,” Bank of America shall terminate your employment other than for “Cause” or you shall terminate employment for “Good Reason,” then the Option shall vest immediately to the extent the Option would have vested in accordance with its terms during the two year period following the “Date of Termination” (for purposes of this Exhibit, all such terms are as defined in the Employment Agreement).

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. (not in connection with a Change in Control). The following provisions apply if Participant terminates employment as a result of an Involuntary Termination (as defined below) without Cause (as defined in the Plan) or a Voluntary Termination for Good Reason (as defined below) and such termination is not a Qualifying Termination as defined in the Plan (in connection with a Change in Control). If Participant’s employment is terminated as a result of an Involuntary Termination without Cause or a Voluntary Termination for Good Reason prior to the commencement or completion of a Performance Period, then (i) unvested PSUs granted during the prior six month period will be forfeited; (ii) provided that Participant timely executes a waiver and release of claims against the Company in a form acceptable to the Company, a prorated portion (based on service completed at the time of termination) of unvested PSUs will be eligible to become vested at the end of the applicable Performance Period, based on actual achievement of performance goals as specified in

Involuntary Termination Without Cause or Voluntary Termination for Good Reason. If the Company terminates this Agreement without Cause (as defined below) or if Executive terminates this Agreement with Good Reason (as defined below), and in either case Executive provides (and does not revoke) an executed release pursuant to Section III.I., then Executive shall receive the following severance pay (subject to any applicable payroll or other taxes required to be withheld): 1. the Accrued Obligations; 2. Provided Executive complies with the aforementioned release, the covenants set forth in Section IV of this Agreement and all other provisions of this Agreement that survive the termination of Executive’s employment with the Company, an amount equal to one (1) times the Executive’s Base Salary, payable in equal installments on the Company’s regular pay dates, for the one-year period beginning on the Termination Date, plus an amount equal to the projected annual bonus payable to Executive as of the Termination Date, determined based on the performance projection for the remainder of the calendar year as of the second Friday following the Termination Date, as applied to the terms and conditions of the applicable Exhibit A, which amount shall be payable in a lump sum payment no later than 2 1 ⁄ 2 months after the end of the fiscal year in which such bonus is earned. Notwithstanding the foregoing, the first installment payment of Executive’s Base Salary shall commence on the first regular pay date that is practicable after the effective date of the release, and the first such payment shall include payment for any pay dates between the Termination Date and the date of such payment.