NOT FOR CAUSE OR FOR GOOD REASON Sample Clauses

NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is terminated by the Company for a reason other than Cause, Executive's death or Executive's Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will pay to Executive a lump sum amount equal the sum of (1) twelve (12) months of the Executive's Base Salary in effect at the time of such termination and (2) the bonus that the Executive received (or earned but did not receive) for the fiscal year immediately preceding the fiscal year in which his employment terminated, and (c) that the Company will, for a period of twelve (12) months following said date of termination, provide Executive with retirement benefits and welfare (including any life insurance, hospitalization, medical and disability) benefits, substantially similar to those provided to Executive as of the date of termination, provided that such welfare benefits shall be discontinued to the extent Executive receives similar benefits from subsequent employment. For purposes of this Agreement, "Good Reason" shall mean (1) except as specifically provided herein, the assignment to the Executive of duties, or the assignment of the Executive to a position, constituting a material diminution in the Executive's role, responsibilities or authority compared with his role, responsibilities or authority with the Company or its affiliates on the Effective Date; (2) a reduction by the Company in the Executive's bonus opportunities or, except as specifically provided herein, base salary as in effect on the Effective Date or as the same may be increased from time to time; (3) unless the members of the Board appointed pursuant to Section 4(iii) of the Shareholder Agreement dated as of the date hereof agree to such reduction or other action, any material reduction in the level of benefits (including participation in any bonus plan) to which the Executive is entitled under one or more employee benefit plans on the Effective Date, or the taking of any action by the Company which would adversely affect the Executive's accrued benefits under any such employee benefit plans or deprive the Executive of any material fringe benefit enjoyed by the Executive on the Effective Date; (4) a demand by the Company to the Executive to relocate to any place that exceeds a fif...
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NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is terminated by the Company for a reason other than Cause, Executive's death or Executive's Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will, for a period of twelve (12) months following said date of termination, pay to Executive each month an amount equal to Executive's Base Salary in effect at the time of such termination divided by twelve (12), (c) that the Company will, at the time it normally pays year-end bonuses to other employees based upon the Company's performance in the prior fiscal year, pay to Executive with respect to the year in which his employment terminated a prorated bonus based upon the number of months in such fiscal year for which the Executive was employed multiplied by the lower of the bonus Executive would have received if his employment had continued throughout such year and the bonus that the Executive received for the fiscal year immediately preceding the fiscal year in which his employment terminated, and (d) that the Company will, for a period of twelve (12) months following said date of termination, provide Executive with welfare benefits, including any life insurance, hospitalization, medical and disability benefits, substantially similar to those provided to Executive as of the date of termination, provided that such benefits shall be discontinued to the extent Executive receives similar benefits from subsequent employment. For purposes of this Agreement, "Good Reason" shall exist if (x) a significant adverse change to the employment responsibilities or authority of Executive occurs and is promptly objected to by Executive in writing, (y) the Company shall fail to pay to Executive or, if applicable, Executive's heirs, any portion of his compensation or benefits when due, and (z) the Company shall require
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NOT FOR CAUSE OR FOR GOOD REASON. If Executive's employment is terminated by the Company for a reason other than Cause or Executive's death or Permanent Disability, or if Executive terminates his employment for Good Reason (as hereinafter defined), the Company's
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NOT FOR CAUSE OR FOR GOOD REASON. If the Termination Effective Date is within six (6) years of Employment Date, then should the Company terminate Executive's employment not for Cause, or should Executive terminate Executive's employment for Good Reason, then Executive will receive an amount equal to thirty-six (36) times Executive's then current monthly Base Salary, payable in thirty-six (36) monthly installments calculated to be equal payments over the remaining term of such payments, subject to Section 6.4(c). In addition to the other payments specified in this Section 6.4(b), the Company may make such other payments and grant such other benefits as the CEO may, in his sole discretion, deem to be appropriate, after advance consultation and discussion with Executive.
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NOT FOR CAUSE OR FOR GOOD REASON. (a) If (i) Executive's employment is terminated by the Company on or prior to March 31, 2002 for a reason other than Cause, Executive's death or Executive's Permanent Disability, (ii) Executive terminates his employment for Good Reason (as hereinafter defined) or (iii) Executive's employment is terminated for any reason after March 31, 2002 other than Executive's death or Permanent Disability, the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will pay to Executive a lump sum amount equal to the Severance Amount (as defined herein) and (c) that the Company will, for a period of twelve (12) months following said date of termination, provide Executive with retirement benefits and welfare (including any life insurance, hospitalization, medical and disability) benefits, substantially similar to those provided to Executive as of the date of termination, provided that such welfare benefits shall be discontinued to the extent Executive receives similar benefits from subsequent employment. For purposes of this Agreement, "
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NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is terminated by the Company for a reason other than Cause, Executive's death or Executive's Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will pay to Executive an amount equal to (1) twelve (12) month's of the Executives base salary in effect at the time of such termination paid in twelve (12) equal monthly payments over the next twelve (12) months, payments shall be discontinued to the extent Executive receives income from subsequent employment; and (2) the bonus that the Executive received (or earned but did not receive) for the fiscal year immediately preceding the fiscal year in which his employment terminated, and (c) that the Company will, for a period of twelve (12) months following said date of termination, provide Executive with retirement benefits and welfare (including any life insurance, hospitalization, medical and disability) benefits, substantially similar to those provided to Executive as of the date of termination, provided that such welfare benefits shall be discontinued to the extent Executive receives similar benefits from subsequent employment. For
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NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is terminated by the Company for a reason other than Cause, Executive's death or Executive's Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will pay to Executive a lump sum amount equal the sum of(l) twelve (12) months of the Executive's Base Salary in effect at the time of such termination and (2) the bonus that the Executive received (or earned but did not receive) for the fiscal year immediately preceding the fiscal year in which his
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NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is terminated by the Company for a reason other than Cause, Executive's death or Executive's Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company's obligation to compensate Executive shall in all respects cease as of the date of such termination, except (a) for Standard Termination Payments, (b) that the Company will pay to Executive an amount equal to twelve (12) month's of the Executives base salary in effect at the time of such termination paid in twelve (12) equal monthly payments over the next twelve
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NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive’s employment is terminated by the Company for a reason other than Cause, Executive’s death or Executive’s Permanent Disability, or (ii) Executive terminates his employment for Good Reason (as hereinafter defined), the Company’s obligation to compensate Executive shall in all respects cease as of the date of such termination, except: (a) for Standard Termination Payments, (b) that the Company will pay to Executive an amount equal to: (1) Twelve (12) month’s of the Executive’s base salary in effect at the time of such termination paid in Twelve (12) equal monthly payments over the next Twelve (12) months; (2) the bonus that the Executive earned for the fiscal year immediately preceding the fiscal year in which his employment terminated (if not already paid) payable when such bonuses are paid by the Company to its other executives; and (3) provided the Executive’s employment termination date is after June 30, the bonus that the Executive earned but did not yet receive for such year, pro-rated for the period of such year the Executive worked, payable when such bonuses are paid by the Company to its other executives in the subsequent year. For purposes of this Agreement, “Good Reason” shall mean a reduction by the Company in the Executive’s bonus opportunities or base salary as in effect on the Effective Date or any material breach by the Company of any provision of this Agreement.
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Related to NOT FOR CAUSE OR FOR GOOD REASON

  • Termination Not for Cause or for Good Reason (a) If, prior to the Termination Date, during the Term, Executive's employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive's death or as a result of Executive's Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

  • Without Cause or for Good Reason If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason:

  • Termination Without Cause or for Good Reason If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to:

  • Termination of Employment Without Cause or for Good Reason (a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

  • Without Cause or Good Reason At the election of the Company, without Cause, and at the election of the Executive, without Good Reason, in either case upon sixty (60) days’ prior written notice to the Executive or to the Company, as the case may be; provided, however, that if the Executive gives notice, without Good Reason, the Company may waive all or a portion of the sixty (60) days’ written notice and accelerate the effective date of the termination.

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • For Cause or Without Good Reason If the Executive's employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have no further obligations to the Executive under this Agreement other than pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive the Accrued Obligations in cash within 30 days after the Date of Termination and to provide the Other Benefits.

  • Without Cause; For Good Reason If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

  • Without Cause or With Good Reason i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

  • With Cause or Without Good Reason If the Executive’s employment shall be terminated by the Company for Cause, or if the Executive terminates employment hereunder without Good Reason, the Company shall pay the Executive’s Base Salary, accrued but unpaid business expenses and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings.

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