Result of Termination Other than for Cause Sample Clauses

Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for Cause, (a) Employer shall pay Employee’s base salary for a period of 12 months following the effective date of such termination; and (b) Employer shall pay to Employee, at the same time as cash incentive bonuses are paid to Employer’s other executives, a portion of the cash incentive bonus deemed by Employer’s Compensation Committee in the exercise of its sole discretion to be earned by Employee pro rata for the period commencing on the first day of the fiscal year for which the cash incentive bonus is calculated and ending on the effective date of termination. The amounts payable under (a) above shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii). The amounts payable under (b) above, if any, shall be made by March 15 of the year following the year to which the bonus applies and would otherwise be earned.
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Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause, (a) Employer shall pay Employee’s base salary for a period of 12 months following such termination, (b) Employer shall pay to Employee, at the same time as bonuses are paid to Employer’s other executives, a portion of the bonus earned by Employee for the period commencing on the first day of the fiscal year for which the bonus is calculated and ending on the date of termination; and (c) all unvested stock-based compensation held by Employee shall vest as of the date of termination. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions.
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Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause (a) subject to the execution by the Employee of a release agreement containing standard terms in the form generally used by the Employer, Employer shall pay Employee’s base salary for a period of 12 months following such termination, (b) Employer shall pay to Employee, at the same time as bonuses are paid to Employer’s other executives, a pro-rated annual bonus for the year of termination equal to the annual bonus that the Employee would have received had he been employed by the Employer on the last day of the year that includes the termination date multiplied by a fraction equal to the number of days that have elapsed in such year through the termination date divided by 365, and (c) all unvested stock-based compensation held by Employee shall vest as of the date of termination. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions. The amounts payable under subparagraphs (a), (b) and (c) above are subject to required tax and other withholdings. The amounts payable under subparagraph (a) above shall be paid on Employer’s regular payroll schedule commencing as described below on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii), and shall be conditioned upon the Employee’s execution of a general release of claims that becomes irrevocable within 60 days of Employee’s termination date. The amount payable under subparagraph (b) above, if any, shall be paid after the end of the year for which the bonus applies but not later than March 15 of the year following the year to which the bonus applies and would otherwise be earned. Any payments due to the Employee under subparagraph (a) above shall be forfeited if the Employee fails to execute a general release of claims that becomes irrevocable within 60 days af...
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Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause, (a) Employer shall pay Employee’s base salary for a period of 18 months following such termination, (b) all unvested stock-based compensation held by Employee shall vest as of the date of termination, (c) Employer shall continue health insurance coverage for Employee as long as he remains a director of Employer, or shall reimburse Employee for continuation coverage pursuant to COBRA if Employee is terminated or resigns from his position as a director of Employer or in the event that the insurance company will not permit coverage of Employee, and shall reimburse Employee for coverage of Employee’s spouse on a separate plan, (d) Employer shall continue to provide Employee with a cell phone during the period in clause (a) above, and (e) Employer shall provide Employee with administrative support and access to office space at the offices of Employer, if needed by Employee, on an as available basis, during the period in clause (a) above. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions.”
Sample 1
Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for Cause, (a) Employer shall pay Employee’s base salary for a period of 12 months following such termination, (b) Employer shall pay to Employee, at the same time as bonuses are paid to Employer’s other executives, a portion of the bonus earned by Employee pro rata for the period commencing on the first day of the fiscal year for which the bonus is calculated and ending on the date of termination; and (c) all unvested stock-based compensation held by Employee shall vest as of the date of termination.
Sample 1
Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause, (a) Employer shall pay Employee’s base salary for a period of 12 months following such termination, (b) Employer shall pay to Employee, at the same time as bonuses are paid to Employer’s other executives, a portion of the bonus earned by Employee for the period commencing on the first day of the fiscal year for which the bonus is calculated and ending on the date of termination; and (c) all unvested stock-based compensation held by Employee shall vest as of the date of termination. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of (i) Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, (ii) Employee taking any action that may be injurious to the business or reputation of Employer; or (iii) Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions. The amounts payable under (a) above shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii). The amounts payable under (b) above shall be made by March 15 of the year following the year to which the bonus applies and would otherwise be earned.
Sample 1

Related to Result of Termination Other than for Cause

  • Termination Other Than for Cause A. Pursuant to this provision, the Judicial Council may terminate this Agreement for convenience at any time, upon providing the Contractor written Notice identifying the effective date of termination. Upon the effective date of the termination Notice for convenience, the Contractor shall promptly discontinue all services affected unless the Notice specifies otherwise. B. If the Judicial Council terminates all or a portion of this Contract other than for cause, the Judicial Council will pay the Contractor for satisfactory services rendered before the termination, not to exceed the Contract Amount, unless otherwise set forth herein. C. The Judicial Council’s right to terminate for convenience is in addition to the Judicial Council’s rights to terminate under the Judicial Council’s obligation subject to availability of funds provision or the termination for cause provision, as set forth herein.

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through 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.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • 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.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Notice of Termination for Cause Notice of Termination for Cause shall mean a notice to Executive that shall indicate the specific termination provision in Section 7(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide a basis for Termination for Cause.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

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