Termination by Company or Executive Sample Clauses

Termination by Company or Executive. Notwithstanding anything in this agreement to the contrary:
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Termination by Company or Executive. Either the Company (with or without Cause) or Executive has the right to terminate Executive's employment hereunder for any reason, upon thirty (30) days' prior written notice to the other.
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Termination by Company or Executive. If within two (2) years ---------------------------------------- following a Change in Control the Executive's employment with the Company is terminated (i) by the Company for any reason other than for Cause, death or permanent disability or (ii) by the Executive for Good Reason, then:
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Termination by Company or Executive. In lieu of the payments and benefits described in Section 4(c), in the event of a termination by the Company without Cause or termination by Executive with Good Reason, which termination without Cause or with Good Reason occurs within one year following the occurrence of a Change of Control, the Company’s obligations and Executive’s rights under this Agreement shall terminate, except that the Company shall, subject to Executive’s execution, within 21 days following Executive’s date of termination, of an effective general release of claims in favor of the Company (i) pay to Executive, in lump sum, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s base salary for twenty-four months, (ii) pay to Executive, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s target bonus under the MIP for the year of termination, (iii) accelerate in full the vesting of Executive’s equity awards outstanding on the date of termination in a manner consistent with the terms thereof. Accelerated vesting in the case of equity awards that vest based upon the attainment of TSR performance targets, shall be based upon actual performance through the date of the Change of Control; provided, that accelerated vesting in the case of equity awards that vest based on the attainment of non-TSR performance targets, shall be based upon actual performance through the end of the fiscal quarter that ended most recently prior to the date of the Change of Control, and (iv) if Executive elects continuation coverage under the Company’s health insurance plan pursuant to COBRA, the continuation of health benefits (in the form of COBRA reimbursement paid by the Company) for Executive, his spouse and his dependents, for a period of 18 months (or a shorter period, to the extent Executive becomes eligible for health benefits from a subsequent employer), to the extent that the same are available under policies held by the Company during such period. Notwithstanding the foregoing, if the payment by the Company of the COBRA premium payments described in the foregoing sentence will subject or expose the Company to taxes or penalties, Executive and the Company agree to renegotiate the provisions of Section 4(g)(1) in good faith and enter into a substitute arrangement pursuant to which the Company will not be subjected or exposed to taxes or penalties and Executive will be provided with payments or benefits with a...
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Termination by Company or Executive. Executive may terminate this Agreement and his employment upon sixty (60) days written notice to Company. Company may terminate this Agreement and Executive’s employment upon sixty (60) days written notice to Executive. In the event of termination of Executive’s employment pursuant to this Section 3.2, Executive shall be paid his Base Salary through the date of termination; provided, however, that, in the event of termination by Company, Company shall have the right to make such termination effective immediately upon notice, in which case Executive shall be paid Executive’s Base Salary through the sixty (60) day notice period.
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Termination by Company or Executive. In lieu of the payments and benefits described in Section 4(c), in the event of a termination by the Company without Cause or resignation within 60 days following a material diminution of Executive’s duties, which termination without Cause or material diminution of duties occurs within one year following the occurrence of a Change of Control, the Company’s obligations and Executive’s rights under this Agreement shall terminate, except that the Company shall, subject to Executive’s execution, within 21 days following Executive’s date of termination, an effective general release of claims in favor of the Company (i) continue to pay Executive an amount equal to Executive’s base salary for eighteen months after the date of termination (with the first payment occurring on the date that is 30 days following the date of termination), (ii) pay to Executive, on the date that is 12 months following the date of termination, a lump sum payment equal to 1.5 times the annual bonus under the MIP that Executive would have earned for the year of termination had he remained employed for the full year based on the Company’s actual results for the full fiscal year and (iii) accelerate in full the vesting of all of the equity compensation awards granted to Executive prior to the date of the Change of Control (including the option and Restricted Stock awards described in Section 3(c) and 3(d)).
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Termination by Company or Executive. In lieu of the payments and benefits described in Section 4(c), in the event of a termination by the Company without Cause or resignation within 60 days following a material diminution of Executive’s duties, which termination without Cause or material diminution of duties occurs within one year following the occurrence of a Change of Control, the Company’s obligations and Executive’s rights under this Agreement shall terminate, except that the Company shall, subject to Executive’s execution, within 21 days following Executive’s date of termination, of an effective general release of claims in favor of the Company (i) pay to Executive, in lump sum, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s base salary for twenty-four months, (ii) pay to Executive, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s target bonus under the MIP for the year of termination, and (iii) accelerate in full the vesting of Executive’s equity awards outstanding on the date of termination in a manner consistent with the terms thereof. Accelerated vesting in the case of equity awards that vest based upon the attainment of TSR performance targets, shall be based upon actual performance through the date of the Change of Control; provided, that accelerated vesting in the case of equity awards that vest based on the attainment of non-TSR performance targets, shall be based upon actual performance through the end of the fiscal quarter that ended most recently prior to the date of Change of Control.
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Related to Termination by Company or Executive

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Voluntary Termination by Company COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.

  • Termination by Executive Without Good Reason Executive may terminate his employment upon 30 days’ written notice to the Company. In the event Executive terminates his employment in this manner, he shall remain in the Company’s employ subject to all terms and conditions of this Agreement for the entire 30-day period unless instructed otherwise by the Company in writing.

  • Termination by Company without Cause or by Executive for Good Reason If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason:

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by Employee without Good Reason The Employee shall have the right at any time to terminate the Employee's employment with both Employers without Good Reason by giving the Employers written notice that the Employee is terminating his employment. Any such termination shall apply to the Employee's employment with both Employers and be effective ninety (90) days after the giving of such notice by the Employee.

  • By the Company For Cause or By Executive Resignation Without Good Reason (i) The Employment Term and Executive's employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive's resignation without Good Reason (as defined in Section 7(c)).

  • Termination by the Company Without Cause or by Executive for Good Reason If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason:

  • Termination by Company The Company will have the following rights to terminate this Agreement:

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