TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL Sample Clauses

TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL. Within nine months after the occurrence of a "Change of Control," as defined below, Employer may terminate Executive's employment and this Agreement without Cause and, upon thirty (30) days' written notice to Employer, Executive may terminate his employment and this Agreement for Good Reason (as defined in Section 4(f) above). If Executive's employment and this Agreement is terminated pursuant to this Section 4(g), Employer will pay Executive (i) his Base Salary in effect on the date of termination through the date of termination, prorated for any partial payroll period and (ii) a severance payment equal to Executive's Base Salary in effect on the date of termination and the amount Executive last received under Section 3(b) of this Agreement, each for a period of two (2) years. On or after the date the Employer receives notice of Executive's termination under this Section 4(g), the Employer may, at its option, pay the amounts set forth in this Section 4(g) and terminate Executive's employment immediately. This Section 4(g) shall not apply if, after a Change of Control, the
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TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL. Within nine months after the occurrence of a "Change of Control," as defined below, Employer may terminate Executive's employment and this Agreement without Cause and, upon thirty (30) days' written notice to Employer, Executive may terminate his employment and this Agreement for Good Reason (as defined in Section 4(f) above). If Executive's employment and this Agreement is terminated pursuant to this Section 4(g), Employer will pay Executive (i) his Base Salary in effect on the date of termination through the date of termination, prorated for any partial payroll period and (ii) a severance payment equal to Executive's Base Salary in effect on the date of termination and the amount Executive last received under Section 3(b) of this Agreement, each for a period of two (2) years. On or after the date the Employer receives notice of Executive's termination under this Section 4(g), the Employer may, at its option, pay the amounts set forth in this Section 4(g) and terminate Executive's employment immediately. This Section 4(g) shall not apply if, after a Change of Control, the Employer has Cause (as defined in Section 4(a) above) to terminate Executive's employment or Executive does not have Good Reason (as defined in Section 4(f) above) to terminate his employment. For purposes of this Agreement, a "Change of Control" shall be deemed to exist upon the occurrence of any of the following: (i) the Employer is merged or consolidated or reorganized into or with another corporation, and as result of such merger, consolidation, or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or entity immediately after such transaction is held in the aggregate by the holders of Voting Stock (as hereafter defined) of the Employer immediately prior to such transaction; (ii) the Employer sells or otherwise transfers all or substantially all of its assets to any other corporation or legal person, less than a majority of the combined voting power of the then-outstanding securities of such corporation or legal person immediately after such sale or transfer is held in the aggregate by the holders of the Voting Stock of the Employer immediately prior to such sale or transfer, (iii) if during any period of twenty-four (24) months following a merger, tender offer, consolidation, sale of assets, or contested election, at least a majority of the Board of Directors of the Employer shall cease to be "Continuing Directors."...
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TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL. Within nine months after the occurrence of a "Change of Control," as defined below, Employer may terminate Executive's employment and this Agreement without Cause and, upon thirty (30) days'
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TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL. Within nine months after the occurrence of a "Change of Control," as defined below, Employer may terminate Executive's employment and this Agreement without Cause and, upon thirty (30) days' written notice to Employer, Executive may terminate his employment and this Agreement for Good Reason. If Executive's employment and this Agreement is terminated pursuant to this Section 4(g), Employer will pay Executive (i) his Base Salary in effect on the date of termination through the date of termination, prorated for any partial payroll period and (ii) a severance payment equal to two times the sum of Executive's Base Salary in effect on the date of termination and the amount, if any, Executive last received under Section 3(b) of this Agreement. On or after the date the Employer receives notice of Executive's termination under this Section 4(g), the Employer may, at
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Related to TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF CONTROL

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • 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 Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • 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 Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • 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 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 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 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 Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

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