Termination by EDGEN other than for Cause or Disability; Termination by the Executive for Good Reason Sample Clauses

Termination by EDGEN other than for Cause or Disability; Termination by the Executive for Good Reason. If EDGEN terminates the Executive’s employment hereunder pursuant to Section 4.4 hereof or if the Executive terminates his employment pursuant to Section 4.6 hereof, then EDGEN shall have no further obligations hereunder after the Termination Date except payment of the Accrued Obligations and as set forth in this Section 5.4. Provided that the Executive executes and delivers to EDGEN a release, in substantially the form set forth on Exhibit A (the “Release”), and the Release becomes irrevocable within 60 days following the Termination Date, then (a) EDGEN will for the greater of (i) the 18-month period immediately following the Termination Date or (ii) the remainder of the Employment Term, pay the Annual Base Salary (as in effect immediately prior to the Termination Date) in accordance with EDGEN’s customary payroll practices (the “Severance Period”); (b) EDGEN will pay an amount, equal to the product of (i) the target Annual Bonus for the year in which the Termination Date occurs, multiplied by (ii) 1.50, (payments under (a) and (b) hereof to be payable in equal installments in accordance with EDGEN’s customary payroll practices commencing as set forth below and extending for the Severance Period; (c) during the portion, if any, of the Severance Period that Executive is eligible to elect and timely elects to continue coverage for himself and his eligible dependants under the Company’s or an Affiliate’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or similar state law, the Company shall reimburse the Executive on a monthly basis for the amount Executive pays to effect and continue such coverage; and (d) all unvested equity-based awards (“Equity Awards”) held by Executive on the Termination Date shall become immediately vested (for performance-based awards, vesting shall be subject to satisfaction of any applicable performance criteria, as determined in accordance with the applicable plan) (the payments and benefits described in items (a) through (d) above shall be referenced herein as the “Severance Package”). For purposes of this Agreement, the term “Equity Awards” shall include all equity-based awards covering or relating to equity securities of EDGEN, the Parent, Xxxxxxxx & Xxxxxxxx Holdings LLC or an Affiliate of any of them. If any of the payments set forth in the preceding sentence would otherwise be paid before the Release becomes irrevocable, such payments will instead be delayed and paid to the Executi...
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Related to Termination by EDGEN other than for Cause or Disability; Termination by the Executive for Good Reason

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by Employer Without Cause or by Executive for Good Reason If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5.a.(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.

  • Termination by the Executive for Good Reason Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

  • Termination by Employee other than for Good Reason The Employment under this Agreement may be terminated by Employee other than for Good Reason by written notice to the Board at least sixty (60) days prior to such termination. During the notice period, Employee shall diligently perform any assigned duties. The Company may make such resignation effective at any point during the notice period.

  • 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 Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • Termination by the Company Without Cause or by the Executive for Good Reason If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

  • 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.

  • Termination by Employee for Cause In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

  • Termination by the Employee for Good Reason The Employee may terminate this Agreement at any time upon the occurrence of any of the following events (each a "Good Reason"), if such occurrence takes place without the express written consent of the Employee:

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