Other Than for Cause; For Good Reason Sample Clauses

Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this Agreement, the Company shall have no further obligations to the Executive other than: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amount; (ii) for 30 months following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect; (iii) if applicable, the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies; (iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive und...
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
Other Than for Cause; For Good Reason. If Employee’s employment is terminated by the Company other than for Cause, or by the Employee for Good Reason: (a) Employee shall receive compensation at the same rate as Employee’s Base Salary in effect on the date of termination of Employee’s employment, for the period commencing on the date of termination and continuing until the date that is nine (9) months following the date of termination of Employee’s employment, pursuant to a “Consultancy Agreement” between Employee and the Company, the terms and conditions of which are outlined in Section 8.4 of this Agreement; (b) Employee shall be entitled to payment, within ten (10) days following termination, of (i) all Incentive Pay fully earned prior to or upon the date of termination of Employee’s employment (including, without limitation, the full amount of the 2007 Performance Bonus); and (ii) to the extent and only to the extent determined by the Company in its sole and absolute discretion, or required by any other written agreement between Employee and the Company, Incentive Pay not otherwise fully earned prior to the date of termination of Employee’s employment; (c) Employee shall be entitled to receive reimbursement for business expenses incurred prior to the date of termination of Employee’s employment to the extent provided in Section 2.5 hereof; (d) Employee shall not be entitled to continue to receive any benefits from the Company after the date of termination of Employee’s employment, except as otherwise required by the applicable benefit plan or applicable law.
Sample 1
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Employee's employment other than for Cause or Disability, or the Employee shall terminate employment for Good Reason, the Company shall have no further obligations to the Employee other than: (ii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, (such other amounts and benefits shall be hereinafter referred to as the "OTHER BENEFITS").
Sample 1
Other Than for Cause; For Good Reason. If, during the Employment Term, the Company terminates the Executive’s employment without Cause (and not for death or Disability) or the Executive terminates his employment for Good Reason, in addition to the entitlements set forth in Section 3 and Section 4.4(a) hereof, the Executive shall be entitled to (i) a lump sum cash payment within 30 days after the date of termination in an amount equal to two (2) times the sum of: (A) Base Salary (at the highest rate in effect for the Executive during the twenty-four (24) month period immediately preceding the date of termination) plus (B) Annual Bonus (determined at Target Bonus Opportunity); and (ii) for twelve (12) months following the date of termination, medical and life insurance benefits on the same basis and at the same cost as such benefits are provided to the Executive and, if applicable, his spouse and eligible dependents, prior to such termination of employment; provided, however, that if the Executive becomes employed and eligible to receive substantially equivalent medical and life insurance benefits under a plan of such subsequent employer, the Company shall no longer be obligated to provide such medical and life insurance benefits. The amounts payable to the Executive pursuant to Section 4.4(b)(i) and (ii) are referred to herein as “Severance”.
Sample 1
Other Than for Cause; For Good Reason. Upon a Termination by the Company for a reason other than for Cause or a Termination by the Participant for Good Reason, (i) any portion of the Option that was otherwise scheduled to vest within 30 days following such Termination shall become immediately vested and exercisable upon such Termination, and (ii) the Company in its sole and absolute discretion may elect to vest a pro-rata portion of the unvested portion of the Option that was otherwise scheduled to vest in the period from the vesting date immediately prior to the Termination to the next scheduled vesting date following such Termination.
Sample 1
Other Than for Cause; For Good Reason. If the Company terminates Executive without cause or Executive terminates for good reasons, the Company shall pay Executive, within thirty (30) days following termination, an amount equal to: (i) any benefits earned or accrued (Accrued Benefits); (ii) any annual bonus for any prior calendar year determined or earned (if not determined) for any calendar year prior to the date of termination; (iii)) any annual bonus for the year in which termination occurs based on the amount of annual bonus award in the year preceding termination, pro-rated for the number of days worked by Executive in the year in which termination occurs; (iv) a lump sum cash payment equal to one year of base salary at the rate at time of termination; (v) long term incentive payment if vested and qualified under the plan; and (vi) for twelve (12) months following the date of termination, medical and life insurance benefits on the same basis and at the same cost as such benefits were provided to the Executive prior to such termination of employment and, if applicable, his spouse and eligible dependents; provided, however, that if the Executive becomes employed and eligible to receive substantially equivalent medical and life benefits under a plan of such subsequent employer, the Company shall no longer be obligated to provide such medical and life benefits.
Sample 1
Other Than for Cause; For Good Reason. If Employee’s employment is terminated by the Company other than for Cause, or by the Employee for Good Reason: (a) Employee shall receive compensation during the Consulting Period at the same rate as Employee’s Base Salary in effect on the date of termination of Employee’s employment, for the period commencing on the date of termination and continuing until the date that is 6 months following the date of termination of Employee’s employment, pursuant to a “Consultancy Agreement” between Employee and the Company, the terms and conditions of which are outlined in Section 8.4 of this Agreement; (b) Employee shall not be entitled to Incentive Pay not earned prior to the date of termination of Employee’s employment; (c) Employee shall be entitled to receive reimbursement for business expenses incurred prior to the date of termination of Employee’s employment to the extent provided in Section 2.5 hereof; (d) Employee shall not be entitled to continue to receive any benefits from the Company after the date of termination of Employee’s employment, except as otherwise required by the applicable benefit plan or applicable law.
Sample 1
AutoNDA by SimpleDocs
Other Than for Cause; For Good Reason. If the Company terminates Executive without cause or Executive terminates for good reasons, the Company shall pay Executive, within thirty (30) days following termination, an amount equal to: (i) any benefits earned or accrued (Accrued Benefits); (ii) any annual bonus for any prior calendar year determined or earned (if not determined) for the calendar year prior to the date of termination; (
Sample 1
Other Than for Cause; For Good Reason. If the Company terminates Executive without cause or Executive terminates for good reasons, the Company shall pay Executive, within thirty (30) days following termination, an amount equal to: (i) any benefits earned or accrued (Accrued Benefits); (ii) any annual bonus for any prior calendar year determined or earned (if not determined) for any calendar year prior to the date of termination; (iii) any annual bonus for the year in which termination occurs based on the amount of the annual bonus award in the year preceding termination, annual bonus award in the year preceding termination, pro-rated for the number of days worked by Executive in the year in which termination occurs; (iv) a lump sum cash payment equal to one year of base salary at the rate at time of termination; (v) long term incentive payment if vested and qualified under the plan; and (vi) an additional one time cash payment to cover medical and life insurance benefits for a twelve (12) month period following the date of termination. This amount will be grossed up for taxation purposes.
Sample 1

Related to Other Than for Cause; For Good Reason

  • 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 12 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”.

  • 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.

  • Cause; Other than for Good Reason If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

  • Good Reason; Other Than for Cause If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

  • Good Reason; Other Than for Cause, Death or Disability If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed 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 herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

  • Termination for Good Reason or Without Cause If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

  • Termination for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • Termination Without Cause; Resignation for Good Reason If during the term of this Agreement, either (A) the Executive's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the cost to the Company at the time of the termination, resignation or discontinuation of any such plans, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such termination or resignation of employment, the Executive's rights shall be governed by Section 5(c).

  • 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:

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