Termination by Company Without Good Cause Sample Clauses
Termination by Company Without Good Cause. By Executive With “Good Reason”. Executive’s employment with Company may be terminated by Company with or without Good Cause, as defined below, and by Employee with or without Good Reason, as defined below. Nonetheless, in the event of termination of employment by Company without Good Cause or by Employee with Good Reason, Company (i) shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (A) his earned but unpaid Base Salary as of the date of his termination of employment with Company; (B) the vested benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs maintained for the benefit of Company’s officers and employees; (C) a payment equal to one (1) year's Base Salary, subject to the terms of this Section 4 and Sections 5 and 6 hereof; and (ii) shall accelerate or cause to be accelerated the vesting of the Stock Options. Any payment of severance hereunder shall be made over the one year period following Executive’s date of termination on a bi-weekly basis or in accordance with Company’s payroll practices for payments to employees. Each payment required under this Section 4(b), is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything in this Agreement to the contrary, to the extent that a payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code, and to the extent that such payment or benefit is payable upon Executive’s termination of employment, then such payments or benefits will be payable only upon Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” will have occurred if Company and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).
Termination by Company Without Good Cause. If this Agreement is terminated by Company without Good Cause during the Severance Benefit Term, Executive shall be entitled to receive the Severance Pay and Severance Equity Incentive, subject, however, to the condition that Executive execute and deliver to Company, and not revoke, a separation agreement (which shall include, without limitation, a non-disparagement provision, a post-termination cooperation provision, a confidentiality provision, and a covenant not to ▇▇▇ and general release of claims) in a form prescribed by Company (the “Separation Agreement”) and that Executive remain in full compliance with the Separation Agreement. The Severance Cash Payment shall be made to Executive in twelve (12) equal monthly installments, with the first installment due not later than ten days after the effectiveness of Executive’s release of claims under the Separation Agreement. For purposes of this Section 9.2, termination of this Agreement during the Severance Benefit Term as the result of the approval by the security holders of the Company of any plan or proposal for the liquidation or dissolution of the Company shall be deemed a termination without Good Cause. Furthermore, a termination of Executive’s employment by Company coupled with an offer to immediately rehire Executive by a buyer or successor entity as part of a disposition of assets constituting a Change of Control where the buyer or successor entity expressly assumes this Agreement and Company’s obligations hereunder shall not be deemed to be a termination without Good Cause for purposes of this Section 9.2.
Termination by Company Without Good Cause. If the Company terminates Executive’s employment without Good Cause prior to the end of the Term of this Agreement, Executive will be entitled to receive:
(a) any unpaid Base Salary and other benefits which have accrued for services already performed as of the effective date of Executive’s termination;
(b) the greater of a pro-rata annual target bonus for that portion of the year of termination actually worked prior to termination or an amount equal to six (6) months pro-rata performance at target levels, which ever is greater, payable in a lump sum within five (5) business days of termination:
(c) twelve (12) months of salary at the then current Base Salary rate, payable in a lump sum within five (5) business days of termination:
(d) all amounts, entitlements or benefits in which Executive is already vested including, without limitation, all options, which shall remain exercisable for twelve months (12) from the date of termination. Additionally, all outstanding stock options in which Executive is not yet vested shall become fully vested and shall remain exercisable for one year from the date of termination.
(e) the continuation of the benefits described in Subsections 5.7(a), (b), (c), and (d) above for a period of twelve (12) months, or a lump sum payment to Executive of the economic equivalent to the extent plans do not permit his continued participation, provided that such benefit shall cease to the extent Executive becomes covered under similar plans of a new employer (in which case, Executive shall return to the Company a pro rata portion of any lump sum payment made by the Company in lieu of continuing the benefits).
Termination by Company Without Good Cause. If the Company terminates this Amended Agreement prior to its December 31, 2013 expiration date without Good Cause, the Company shall pay to Employee all compensation and benefits Employee would have received hereunder had he remained employed through December 31, 2013, and any granted but unvested stock grants shall vest immediately upon the Termination Date. Any amounts payable under this subsection (b) shall be paid no later than thirty (30) days following Employee's Termination Date and shall be subject to applicable withholdings. The payments outlined in this subsection (b) are contingent on Employee fully complying with the terms of any Confidentiality and Noncompetition Agreement. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this subsection (b) and that the Company is entitled to recover from Employee any payments the Company has already made to Employee.
Termination by Company Without Good Cause. The Company may terminate this Agreement without Good Cause by 90 days prior written notice. If the Company terminates Executive’s employment without Good Cause, the Company willcontinue to pay to Executive:
(a) as severance, the Executive’s compensation (including salary, bonuses, and other benefits) under this Agreement through to the date of termination specified in the Company’s Notice of Termination, however, at Company’s discretion it can make such a cash payment in lieu of 90 days notice; and
(b) plus an additional amount equal to Executive’s then annual compensation (including salary, bonuses, and other benefits) at the time of termination (the “Severance Proceeds”). The Severance Proceeds shall be paid in periodic installments, no less frequently than monthly, during the 12 months following the Notice Period, and shall not be mitigated by virtue of the Executive obtaining employment elsewhere. The Company shall maintain or pay the cost of maintaining during the 12-month period following termination all medical, health, life and disability benefits or coverage at the same level as previously provided to Executive by the Company. At the Company’s discretion it may make a one-time cash payment in lieu of the above other than in respect of the cost of maintaining during the 12-month period following termination all medical, health, life and disability benefits or coverage at the same level as previously provided to Executive by the Company.
Termination by Company Without Good Cause. If Employee's employment is terminated by the Company without Good Cause during the Employment Period, the following provisions shall apply:
i) Employee shall be entitled to be paid, at the times set forth in Section 4 of this Agreement, his base compensation through December 31, 1998;
ii) In the event of a termination by the Company without Good Cause within one year following a merger, consolidation or sale of substantially all of the assets of the Company, Employee shall be entitled to be paid a pro-rated amount of any incentive bonus earned pursuant to Section 4.c. above through the last day of Employee's actual employment; and
iii) If, and only if, Employee executes the Settlement Agreement and Mutual Release attached hereto as Exhibit B (the "Release"), Employee shall be entitled to receive severance payments totalling Four Hundred Seventy Thousand Dollars ($470,000), payable at least monthly pursuant to the Company's regular payroll practices, over a two (2)-year period beginning on the last day of Employee's actual employment.
Termination by Company Without Good Cause. (i) The employment of the Executive hereunder may be terminated, at the option of the Company, at any time (upon thirty (30) days prior written notice to the Executive), without Good Cause, in which event the Company shall continue to pay to the Executive, for the full duration of the Term, in full satisfaction of any and all obligations and liabilities of the Company hereunder and in lieu of any and all other damages his Base Salary, Guaranteed Bonus and Performance Bonus to which the Executive would have been entitled pursuant to Section 4 hereof had the Executive remained in the employ of the Company during the Term, and such payments shall be made in the manner and at such times as such payments would otherwise be payable hereunder, until such amounts are paid in full.
(ii) In the event of termination of employment of the Executive by the Company pursuant to Section 6(f)(i) hereof, the Executive shall use his best efforts to mitigate the amount of payments provided for in this Section 6 for any period subsequent to the termination date by actively seeking employment, and the amount of any payment provided for in this Section 6(f) shall be reduced dollar for dollar by any compensation or remuneration earned as the result of employment of the Executive by another employer after such date of termination; provided, however, that in no event shall mitigation be required with respect to the Executive's Guaranteed Bonus pursuant to Section 4.2(c) hereof or any other amounts owed by the Company to the Executive through the date of termination.
(iii) The parties acknowledge and agree that, in the event of termination of employment of the Executive by the Company pursuant to Section 6(f)(i) hereof, the payments made to the Executive by the Company pursuant to this Section 6(f) shall be in full and complete satisfaction of all of the obligations of the Company to the Executive under or pursuant to this Agreement. If the Executive is fully paid pursuant to Section 6(f)(i) hereof, then the Executive, for himself and his personal representatives, heirs, successors and assigns, hereby waives and releases, and agrees not to assert or pursue, any and all claims against the Company, each of its Affiliates and their officers, employees and directors, that he has had, now has or may in the future acquire, in connection with, resulting from or arising out of his employment by the Company and termination of his employment by the Company pursuant to Section 6(f)(i), and agre...
Termination by Company Without Good Cause. If the Company terminates Executive's employment without Good Cause prior to the end of the Term of this Agreement, Executive will be entitled to receive:
(a) any unpaid Base Salary and other benefits which have accrued for services already performed as of the effective date of Executive's termination;
(b) the greater of a pro-rata annual target bonus for that portion of the year of termination actually worked prior to termination or an amount equal to six (6) months pro-rata performance at target levels, which ever is greater, payable in a lump sum within five (5) business days of termination:
(c) twelve (12) months of salary at the then current Base Salary rate, payable in a lump sum within five (5) business days of termination:
(d) all amounts, entitlements or benefits in which Executive is already vested including, without limitation, all options, which shall remain exercisable for twelve months (12) from the date of termination.
(e) the continuation of the benefits described in Subsections 5.7(a), (b), (c), and (d) above for a period of twelve (12) months, or a lump sum payment to Executive of the economic equivalent to the extent plans do not permit his continued participation, provided that such benefit shall cease to the extent Executive becomes covered under similar plans of a new employer (in which case, Executive shall return to the Company a pro rata portion of any lump sum payment made by the Company in lieu of continuing the benefits).
Termination by Company Without Good Cause. Anything in Section 7.1(a) of the Stockholders Agreement to the contrary notwithstanding, if, prior to an IPO Event, Employee's employment with the Company and its subsidiaries is terminated by the Company for any reason other than Good Cause (as such term is defined in Exhibit A to this Employment Agreement) or other than in connection with the Retirement, Disability or death of Employee, then the Company (or its designee) shall have the right, for 120 days following the date of termination of Employee's employment and subject in each case to the provisions of Section 7.3 of the Stockholders Agreement, upon the approval of at least 75% of the members of the Board, to purchase from Employee and his Permitted Transferees, and Employee and his Permitted Transferees shall be required to sell on one occasion to the Company (or its designee), all Company Stock then held by such person(s) at a price equal to the greater of (x) 100% of the Fair Market Value, or (y) $370.00 per share; provided, however, that the Company may not exercise such right if payment for such shares must be made in Management Repurchase Notes in accordance with Section 7.4 of the Stockholders Agreement.