Termination and Severance Sample Clauses

Termination and Severance. (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement. (b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations). (c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its business. (d) Termination of this Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement. (e) In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate. (f) Notwithstanding any other provision of this Agreement to the contrary, if the Company, with or without cause, terminates my employment or gives me notice of termination, or if I terminate my employment or give notice of termination by reason of a material breach by the Company of the terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), at any time during the twelve-month period following a Change of Control (as hereinafter defined), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom. (g) For purposes of this A...

Termination and Severance. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment hereunder may terminate under the following circumstances:

Termination and Severance. (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

Termination and Severance. (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior written notice by the Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause"). (ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason. (iii) Automatically in the event of (A) your death or (B) your inability to perform the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of six (6) months or longer. The reasoned and good faith judgment of the Board as to your mental or physical inability to perform shall be final so long as such judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such matters. (iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause"). (v) Immediately upon written notice by you if such termination is for Good Reason. (vi) At any time by mutual written agreement between you and the Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Company shall cease upon such termination, except the Company's obligations to (i) pay the compensation set forth in Section 2 hereof through the date of such termination, (ii) provide the benefits set forth in Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination. (c) In the event that your employment is terminated for Good Reason or as a result of a Termination Without Cause, you shall be entitled to receive an amount equal to twelve (12) months severance pay at the monthly rate of your then-current base s...

Termination and Severance. If (a) XRS or its successor terminates Employee's employment for any reason other than for Cause, whether or not a Change of Control has occurred, or (b) Employee terminates employment for Good Reason within six-months following a Change of Control, XRS or its successor entity shall: (i) pay Employee as severance either (I) Employee’s monthly base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a por...

Termination and Severance. (a) Either party may terminate this Agreement by giving to the other party thirty (30) days' notice. (b) The Company may terminate this Agreement for "Cause" at any time. As used herein, "Cause" shall mean; (i) a material misappropriation of any monies or assets or properties of the Company, (ii) a material breach by the Executive of the terms of this Agreement that has not been cured within ten (10) days after written notice to the Executive of such breach, (iii) the conviction of, or plea of guilty or nolo contendere, by the Executive to any criminal offense involving the Executive's moral turpitude, or (iv) gross negligence or willful misconduct of the Executive in connection with the material duties required by this Agreement. "Involuntary Termination" is defined as the occurrence of one or more of the following events without the Executive's express written consent: (i) a substantial reduction of Executive's employment, title, role, job description or responsibilities; (ii) a reduction by the Company of the Executive's base salary or target bonus as in effect immediately prior to such reduction; (iii) the relocation of the Executive to a facility or a location more than fifty (50) miles from his or her then current location; or (iv) any termination of the Executive by the Company which is not effected for Cause. If an involuntary Termination occurs within two months before or six months after a Change of Control, and the Executive executes (and does not revoke) a release agreement (in the form provided by the Company in accordance with applicable law), then the Executive shall receive the following benefits:

Termination and Severance. As discussed above, the Company shall be entitled to terminate Executive at any time and for any reason, and Executive shall be entitled to resign at any time and for any reason. Executive may, however, be entitled to receive certain severance benefits in connection with his separation from employment under the Company’s Change of Control and Severance Policy (the “Severance Policy”). Any such severance, if applicable, will be subject to the terms and conditions of the Severance Policy, as may be amended or modified from time to time.

Termination and Severance a. In the event that on or before the Target Date (i) the Company shall terminate the Executive’s employment with the Company for Cause (as defined below), (ii) the Executive shall voluntarily terminate his employment with the Company for a reason other than Good Reason (as defined below), or (iii) the Executive shall die or become Permanently Disabled (as defined below), the Company shall be under no obligation to provide the Executive with any compensation or severance package except for salary and benefits accrued prior to termination and as otherwise required by applicable law. b. In the event that the Company shall terminate the Executive’s employment with the Company on or before the Target Date without Cause or the Executive shall voluntarily terminate his employment with the Company for Good Reason, the Executive shall be entitled to receive, in addition to those benefits required by applicable law, an amount equal to (i) the value of his base salary through and including the Target Date plus (ii) an amount equal to six (6) months of his base salary, at the rate in effect on the date the Executive’s employment was terminated, but not less than the amount set forth in Section 3 above ((i) and (ii) together defined as the “Severance Payment”). The Severance Payment will be payable to the Executive in equal amounts over the period between the date the Executive’s employment is terminated and December 31, 2008, in accordance with the Company’s standard payroll practices then in effect. The Company shall provide the Executive (and his spouse, if applicable) with medical and dental insurance coverage, on substantially the same level as that provided on the date the Executive’s employment with the Company was terminated, through and including December 31, 2008, provided, however, that the Executive will be responsible for the same applicable co-payments as when employed. The Company will continue to provide the Executive with pre-existing life insurance coverage for his benefit from the date the Executive’s employment with the Company was terminated through and including December 31, 2008. c. Upon written notice given by the Executive to the Company at least thirty (30) days prior to the Target Date, the Executive shall be entitled to terminate his employment with the Company, effective as of the Target Date, and, upon such termination, be entitled to receive, in addition to those benefits required by applicable law, an amount equal to six (6) months of h...