Severance for Termination without Cause Sample Clauses

Severance for Termination without Cause. If the Company terminates Employee’s employment without Cause (as defined below), the Company shall pay Employee (i) the portion of Employee’s then current salary accrued to the date of termination but unpaid as of the termination date and (ii) Employee’s then current salary for a period of 120 days following the date of termination, which may be paid either in accordance with the Company’s regular payroll practice for such period or in a lump sum, as determined by the Company. “Cause” shall mean (A) the material breach by Employee of this Agreement, (B) commission by Employee of a willful act of fraud or dishonesty involving the Company, or the commission of, or being charged with, any crime constituting a felony or involving theft, fraud or moral turpitude or (C) engaging in willful or reckless misconduct or gross negligence having an adverse effect on the Company.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Severance for Termination without Cause. If Employer terminates Employee without cause under Section 8, Employer shall pay Employee, upon termination, any unpaid balance of his salary that is due under Section 3(A), together with his salary (at the rate in effect at the time of his removal) for the 180 days after his removal, less state and federal taxes and withholding allowances. Severance must be paid in a lump sum unless otherwise agreed to by the Employer and the Employee. The payment of 180 days’ salary is the only benefit allowed as severance under this section; there are no other payments, benefits or entitlements owed as severance. Notwithstanding any provision to the contrary, Employee is not entitled to any severance if (a) Employee is terminated for cause under Section 8 or (b) Employee voluntarily resigns.
Sample 1Sample 2
Severance for Termination without Cause. If Crescent terminates the Executive’s employment without Cause, the Executive shall continue to receive the Base Salary for 12 months after the date of termination, but he shall not be entitled to continued participation in Crescent’s or a subsidiary’s 401(k) retirement plan(s) or any stock-based plans. The severance benefit provided in this section 6.4 shall not be payable, however, if the Executive’s employment is terminated without Cause within 12 months after a Change in Control. In addition, if the Executive becomes employed elsewhere during the 12-month period in which severance benefits are payable under this section 6.4, the severance benefit provided in this section 6.4 shall be reduced by the amount of any other compensation earned by the Executive during the 12-month period.
Sample 1Sample 2
Severance for Termination without Cause. If Employer terminates Employee without Cause under Section 8, Employer shall pay Employee, upon termination, one final installment payment of his salary only for the then-current pay period through the date of termination, together with his salary (at the rate in effect at the time of his removal) for the 180 days after his termination, less state and federal taxes and withholding allowances. Severance must be paid in a lump sum unless otherwise agreed to by the Employer and the Employee. The benefits specified under this section are the exclusive entitlement of Employee in the event of a termination without Cause; there are no other payments, benefits or entitlements owed as severance. Notwithstanding any provision to the contrary, Employee is not entitled to any severance or other benefits if (a) Employee is terminated for Cause under Section 8; or (b) Employee voluntarily resigns.
Sample 1
Severance for Termination without Cause. If Employer terminates Employee without cause under Section 8, Employer shall pay Employee, upon termination, any unpaid balances of his salary, accrued vacation, and benefits due to the date of termination together with his salary and benefits for a period of six (6) months starting from the date of termination. If termination occurs within six (6) months of a municipal election where the mayor or a council member has been replaced, Employee shall receive his salary and benefits for a period of twelve (12) months. Notwithstanding any provision to the contrary, Employee is not entitled to any severance if (a) Employee is terminated for cause under Section 8 or (b) Employee voluntarily resigns.
Sample 1
Severance for Termination without Cause. If Employer terminates Employee without cause under Section 8, Employer shall pay Employee, upon termination, any unpaid balances of his salary, accrued vacation, and benefits due to the date of termination together with his salary and benefits for a period of six (6) months starting from the date of termination. If termination occurs within six (6) months of a municipal election where the mayor or a council member has been replaced, Employee shall receive his salary and benefits for a period of twelve (12) months. one final installment payment of his salary only for the then-current pay period through the date of termination, together with his salary (at the rate in effect at the time of his removal) for the 180 days after his removal, less state and federal taxes and withholding allowances. Severance must be paid in a lump sum unless otherwise agreed to by the Employer and the Employee. The payment of 180 days’ salary is the only benefit allowed as severance under this section; there are no other payments, benefits or entitlements owed as severance. Notwithstanding any provision to the contrary, Employee is not entitled to any severance if (a) Employee is terminated for cause under Section 8 or (b) Employee voluntarily resigns.
Sample 1
Severance for Termination without Cause. In the event that the Company terminates Executive’s employment at any time, upon thirty (30) days’ written notice, without Cause and not under circumstances amounting to a Change in Control, then Executive’s sole remedy shall be payment of the following “Severance Benefit”. A. If the Company terminates this Agreement without Cause, the Company shall have the right at its option, to require Executive to immediately leave the Company’s premises; provided, that the Company shall be obligated to pay (as additional severance) Executive’s base salary during the 30-day notice period. B. Executive shall be entitled to a severance payment in an amount equal to six (6) months base salary at the rate then in effect. If the Company terminates this Agreement without Cause, the Company shall have the right at its option, to require Executive to immediately leave the Company’s premises; provided, that the Company shall be obligated to pay (as additional severance) Executive’s base salary during the 30-day notice period. C. Executive shall not be entitled to, and shall not receive any cash bonus paid for any year in which the termination occurs, on a pro rata basis or otherwise. The base salary portion of the severance shall be payable, at the Executive’s option, in a lump sum or in equal monthly installments consistent with the Company’s ordinary payroll practices. D. In the event Executive elects continuing insurance coverage under the Company’s Health Benefit Plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following any Termination Without Cause, then, in addition to payment of salary as set forth above, the Company shall reimburse Executive for all premiums paid by Executive for said continuation coverage for a period of six (6) months.
Sample 1
AutoNDA by SimpleDocs
Severance for Termination without Cause. Without limiting the provisions of the foregoing Paragraph 3, in the event that Employee’s employment with the Company is terminated by the Company without Cause (as defined below), Employee will be entitled to the following: a. continuation of Employee’s then-current base salary for a period of six (6) months following such termination; and b. the vesting schedules of any and all stock options granted to Employee prior to termination shall accelerate to reflect an additional six (6) months’ worth of vesting beyond the effective date of termination; provided, however, that such benefit is contingent upon the following: (x) Employee’s employment with the Company shall have been continuous from the date of this Agreement through the occurrence of the applicable event; (y) Employee executes and delivers a general release (in a customary form provided by the Company) of all claims against the Company or persons affiliated with the Company within forty-five (45) days following the date of termination, or such shorter period as the Company may require (with any potential revocation periods having expired); and (z) Employee is not in breach of any of the provisions of this Agreement or the attached Proprietary Information and Inventions Agreement.
Sample 1
Severance for Termination without Cause. Without limiting the provisions of the foregoing Paragraph 3, in the event that Employee’s employment with the Company is terminated by the Company without Cause (as defined below), Employee will be entitled to the continuation of Employee’s then-current base salary for a period of six (6) months following such termination; provided, however, that such benefit is contingent upon the following: (i) Employee’s employment with the Company shall have been continuous from Employee’s start date through the occurrence of the applicable event; (ii) Employee executes and delivers a general release (in a customary form provided by the Company) of all claims against the Company or persons affiliated with the Company within forty-five (45) days following the date of termination, or such shorter period as the Company may require (with any potential revocation periods having expired); (iii) Employee is not in material breach of any of the provisions of this Agreement or that certain Proprietary Information and Inventions Agreement dated November 16, 2009 which Employee previously executed and delivered to the Company; and (iv) such termination is not by reason of Employee’s death or disability.
Sample 1

Related to Severance for Termination without Cause

  • 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.

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • 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 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 Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • 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.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

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