TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON Sample Clauses

TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. If Employer shall terminate Employee's employment without Cause or Employee shall terminate his employment for Good Reason, then: (i) Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to Employee for periods subsequent to the date of termination, Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the annual Base Salary in effect at the time Notice of Termination is given, to be paid in the normal pay periods of the Company over the three year period following the date of termination; provided, however, that if termination occurs within twelve months after a Change of Control (as defined below), Employer shall pay as liquidated damages to Employee an amount equal to three (3) times the "base amount" (as such term is defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid in the normal pay periods of the Company over the three year period following the date of termination; and (iii) Employer shall make the following changes with respect to all outstanding unexercised stock options held by Employee: (x) the date of vesting and exercisability of all unexercised and unexpired stock options or other stock based incentive awards shall be accelerated to the date of termination, (y) the period during which all unexercised and unexpired options which are not incentive stock options as defined in Section 422 of the Code ("NQSO") may be exercised by Employee shall be extended until the expiration date of such options and (z) if Employee so elects in writing within 90 days after the date of termination, all unexercised and unexpired options which are incentive stock options ("ISO") as defined in Section 422 of the Code shall be converted into NQSO and shall thereby become eligible for the benefit described in clause (y) above as if they had been NQSO as of the date of termination.
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TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. (a) If, during the Employment Period, (i) Employer terminates Employee’s employment without Cause or (ii) Employee terminates his employment with Good Reason, Employer will: (A) continue to pay Employee (1) the Base Salary and (2) the target Incentive Bonus amount (i.e., 50% of Base Salary), prorated, in regular installments in accordance with Employer’s normal payroll practices until January 24, 2006, (B) provide Employee during such period with health care, dental care, life and disability insurance and pension accrual in amounts and/or with provisions at least as favorable to Employee as those provided to exempt employees of Employer pursuant to the then current policy of Employer concerning such benefits, and (C) pay Employee a relocation bonus of $15,000. In addition, following determination of Employer’s financial results for the respective fiscal year, Employer will pay to Employee an amount equal to the annual Incentive Bonus (if any – based on Employer’s achievement of the respective EBITDA target) that Employee would have received had Employee remained employed at the end of the fiscal year, prorated, through the end of the last month, for the months during the fiscal year that Employee was employed.
Sample 1
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. Upon termination of Employee's employment by Employee for Good Reason, or by Employer for any reason other than for Cause, death or disability, Employee shall be entitled to receive, subject to the provisions of Section 1.03 above, "Severance Pay" as follows:
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TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. Upon termination of Employee's employment by Employee for Good Reason, or by Employer for any reason other than for Cause, death or disability, (i) Employee shall be entitled to receive, subject to the provisions of Section 1.03 above, "Severance Pay" equal to his salary then in effect, payable for one (1) year following termination of employment, and (ii) Tweeter shall pay Employee, within ninety (90) days of such a termination, in cash, an amount equal to the prior year's paid bonus, if any. No Severance Pay shall be payable to Employee if his employment terminates due to expiration of this Agreement without renewal, provided, however, that upon any such expiration Employer may elect, at its option, to pay Employee Severance Pay for up to two (2) years following such expiration, in which event Employee shall be bound by the provisions of Section 1.03 above during the period in which such Severance Pay is paid. Severance Pay shall be payable as salary continuation, payable over time in the same manner as Employee's salary. Additionally, all stock options of Employee under any incentive or stock option plan of Employer or any Employer affiliate shall continue to vest during the period in which Severance Pay is being paid, subject, however, to the specific terms of any option or other agreement or plan relating thereto.
Sample 1
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. Upon termination of Employee's employment by Employee for Good Reason, or by Employer for any reason other than for Cause, death or disability, Employee shall be entitled to receive "Severance Pay" equal to twelve months of Employee's salary (exclusive of any bonus), to be paid in equal monthly installments over a twelve-month period. Severance Pay shall be payable as salary continuation, payable over time in the same manner as Employee's salary.
Sample 1
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON. (a) If, during the Employment Period, (i) Employer terminates Employee’s employment without Cause or (ii) Employee terminates his employment with Good Reason, Employer will provide Employee with Severance. In addition, following determination of Employer’s financial results for the respective fiscal year, Employer will pay to Employee an amount equal to the annual Incentive Bonus (if any – based on Employer’s achievement of the respective EBITDA target) that Employee would have received had Employee remained employed at the end of the fiscal year, prorated, through the end of the last month, for the months during fiscal year that Employee was employed.
Sample 1

Related to TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON

  • 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 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.

  • Termination by Employer Without Cause Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with 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 thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee 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 Employee’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 such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • 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 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 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:

  • 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 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 Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

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