Other than for Cause, or for Good Reason Sample Clauses

Other than for Cause, or for Good Reason. If the Company shall terminate Employee’s employment other than for Cause or if Employee shall terminate Employee’s employment for Good Reason: (i) The Company shall pay Employee within 30 days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to 1.5 times the sum of (A) Employee’s Base Salary and (B) the Annual Bonus that Employee would receive for the year of termination of employment assuming target individual and Company performance (the “Target Annual Bonus”). (ii) The Company shall pay Employee a prorated Annual Bonus for the fiscal year during which the Date of Termination occurs, with the amount of such prorated Annual Bonus based on actual performance and equal to the product of such Annual Bonus multiplied by a fraction, the numerator of which is the number of days in the year of the termination of employment during which Employee was employed by the Company and the denominator of which is 365, with such prorated Annual Bonus to be payable at the same time that annual bonuses are payable to Company executives generally. (iii) Subject to Section 10, the Company shall, at the Company’s election, either (A) provide during the one-year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Employee with continued medical, dental and vision benefits (but no other benefits) at the same level as if Employee remained actively employed during the Medical Benefit Severance Period, or (B) pay to Employee a cash lump sum payment equal to (1) 12 multiplied by (2) the excess of the monthly COBRA (as defined below) premium as of Employee’s Date of Termination for the medical, dental and vision coverage Employee had immediately prior to Employee’s Date of Termination over the monthly dollar amount Employee would have paid to the Company for such medical, dental and vision coverage if Employee remained employed during the Medical Benefit Severance Period. If the Company elects pursuant to the preceding sentence to provide medical, dental and vision benefits during the Medical Benefit Severance Period, Employee shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if Employee remained employed during the Medical Benefit Severance Period and such medical, dental and vision benefits shall terminate at the earlier of (A) the end of the Medical Benefit Severance Perio...
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Other than for Cause, or for Good Reason. In the event of the Executive’s Separation from Service due to termination by the Corporation other than for Cause (including a Separation from Service as a result of Disability but not death) or by the Executive for Good Reason, subject to (in respect of clauses (ii) through (iv)) the Executive’s continued compliance with Section 6(g) below, Section 20 below and the Restrictive Covenants Agreement described in Section 10 below, the Corporation shall pay to the Executive the amounts described below at the times specified below, and, except for (x) the Executive’s rights of indemnification and insurance provided in Section 9 hereof and (y) any vested benefits under any tax-qualified pension plans of the Corporation, the Corporation shall have no additional obligations under this Agreement:
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Other than for Cause, or for Good Reason. If, during the Term, the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or if the Executive shall terminate his employment for Good Reason, (1) The Company shall pay the Executive, within thirty (30) days of the Date of Termination of employment (but not earlier than the date on which the Release becomes irrevocable), a severance amount equal to the sum of one (1) year of the Executive’s annual Base Salary as then in effect, plus the Maximum Annual Bonus (together the “Severance Payment”), with such Severance Payment payable in a single lump-sum payment within thirty (30) days following the date of termination. If the Executive should die after amounts become payable under this Paragraph, such amounts shall thereafter be paid to the Executive’s estate. In no event shall the Severance Payment made pursuant to this Section 7(b)(1) be in excess of the Maximum Amount. “Maximum Amount” for purposes of this Agreement shall mean $3,000,000, provided, however, that for any termination that occurs in calendar years subsequent to 2011, the Maximum Amount will be adjusted to reflect increases, if any, in the Consumer Price Index that have occurred in the period between December 31, 2010 and the end of the calendar year immediately preceding the date of termination. As an example, if the termination occurs in 2012, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2011 and if the termination occurs in 2013, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2010 and December 31, 2012. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers (All Items; Base Year 1982), compiled and published by the Bureau of Labor Statistics of the United States Department of Labor.
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Other than for Cause, or for Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates his employment for Good Reason (each, a “Qualifying Termination”): (i) The Company shall pay to the Executive an amount in a single lump sum within 10 days after the end of the revocation period for the Release Agreement provided in Section 4(e) below, equal to the sum of: (A) an amount equal to the Executive’s Annual Base Salary (at the rate then being paid to Executive) accruing through the Date of Termination to the extent theretofore unpaid (the “Accrued Base Salary”) plus (B) the amount of any Annual Bonus that, had he remained employed, would otherwise have been paid to the Executive pursuant to Section 2(b)(ii) to the extent not previously paid (the “Prior Year Bonus”), plus (C) (without duplication of the amount in clause (B)) a pro rata portion of the Annual Bonus (if any) for the partial year in which the Date of Termination occurs in an amount equal to the product of (1) the Annual Bonus calculated as of the Date of Termination based on the extent to which the financial performance targets applicable to such Annual Bonus (prorated based on the number of days in such partial year through the Date of Termination and as if the entire Annual Bonus was based solely on such financial performance targets for such partial year) are actually achieved as of the Date of Termination, and (2) the Pro Rated Bonus Factor (as defined below) (the “Pro Rated Annual Bonus”), plus (D) an amount equal to $1,500,000.
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Other than for Cause, or for Good Reason. If the Company shall terminate Executive’s employment other than for Cause or if Executive shall terminate Executive’s employment for Good Reason: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to the sum of (A) Executive’s annual Base Salary and (B) the annual cash bonus Executive would receive for the year of termination assuming target individual and Company performance. (ii) The Company shall, at the Company’s election, either (A) provide during the one (1) year period beginning on the Date of Termination (the “Medical Benefit Severance Period”) Executive with continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Medical Benefit Severance Period, or (B) pay to Executive a cash lump sum payment equal to (1) twelve (12) multiplied by
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Other than for Cause, or for Good Reason. If the Company shall terminate Executive’s employment other than for Cause or if Executive shall terminate Executive’s employment for Good Reason:
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Related to Other than for Cause, or for Good Reason

  • 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: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and 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 affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

  • Termination Without Cause or for Good Reason If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

  • 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.

  • 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.

  • 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.

  • 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.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • Without Cause or With Good Reason If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

  • Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously 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 following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

  • 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.

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