TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON Sample Clauses

TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee’s employment with LendingTree prior to expiration of the Term (i) by the Company without Cause (other than for death or Disability) or (ii) upon Employee’s resignation for Good Reason (either such termination, a “Qualifying Termination”), subject to Employee’s execution and non-revocation of a general release of the Company and its affiliates substantially in the form attached hereto as Exhibit A and Employee’s compliance with Sections 2(a) through 2(e), (A) the Company shall pay Employee the Base Salary through the earlier of remainder of the Term or three (3) years from the date of termination; (B) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below); (C) the vesting of all IAC restricted stock units held by Employee on the Effective Date shall be accelerated in full; and (D) to the extent previously granted, the Company shall vest in full the LT Restricted Stock and the LT Options on the termination date and such options shall remain exercisable for a period of twelve months from the date of such termination; provided that in no event shall Employee’s resignation be for “Good Reason” unless (x) an event or circumstance set forth in any of clauses (i) through (iv) of the definition thereof shall have occurred and Employee provides the Company with written notice thereof within forty-five (45) days after Employee has knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the event or circumstance that Employee believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within thirty (30) days after the receipt of such notice, and (z) Employee resigns within ninety (90) days after the date of delivery of the notice referred to in clause (x) above.
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee's employment prior to expiration of the Term (i) by the Company without Cause (other than for death or Disability) or (ii) upon Employee's resignation for Good Reason, subject to Employee's execution and non-revocation of a general release of the Company and its affiliates substantially in the form attached hereto as Exhibit B and Employee's compliance with Sections 2(a) through 2(e), (A) the Company shall pay Employee the Base Salary through the remainder of the Term; and (B) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below).
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee’s employment prior to expiration of the Term (A) by the Company for any reason other than Employee’s death or Disability or for Cause or (B) upon Employee’s resignation for Good Reason, the Company shall pay Employee, (i) in accordance with its normal payroll practices, the Employee’s Base Salary through the end of the Term and (ii) within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(g) below). The payment to Employee of the severance benefits described in this Section 1(d) shall be subject to Employee’s execution and non-revocation of a general release of the Company and the Company Affiliates in a form substantially similar: to that used for similarly situated executives of the Company and the Company Affiliates and attached hereto as Exhibit A.
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. If Employee’s employment is terminated by the Company for any reason other than Employee’s death or Disability or for Cause or if Employee resigns for Good Reason (as defined below), then (i) the Company shall pay Employee the Base Salary through the end of the Term over the course of the then remaining Term; (ii) the vesting of the 0000 XXX Award, IAC RSU Agreement, and Gifts RSU Agreement shall be as is provided for in the terms and conditions for each such award; and (iii) the Company shall pay Employee within 30 days of the date of such termination, or such shorter period of time as may be required by applicable law, in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below). Employee acknowledges and agrees that the payment to Employee of the severance benefits described in this Section 1(d) constitutes good and valuable consideration for, and shall be subject to, Employee’s execution and non-revocation of a general release of the Company and its affiliates in a form substantially similar to that used for similarly situated executives of the Company and its affiliates. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s prior consent: (A) the material reduction in Employee’s title or duties as it relates to his position with the Company (it being understood that this clause shall not be triggered upon Employee ceasing hold the position of Chief Executive Officer of Xxxxx.xxx), (B) a material adverse change in reporting structure ; provided that the implementation of a Reporting Officer who reports to the CEO, IAC Retailing would not trigger this Section 1(d)(B) as long as Employee’s change in reporting structure is consistent with changes being implemented for other Executive Vice Presidents of the Company, or (C) the relocation of Employee’s principal place of employment more than 50 miles outside the St. Petersburg metropolitan area, provided that in no event shall Employee’s resignation be for “Good Reason” unless (x) an event or circumstance set forth in clauses (A) through (C) shall have occurred and Employee provides the Company with written notice thereof within 30 days after the Employee has knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the event or circumstance that Employee believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within 30 days after the receip...
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee’s employment with the Company prior to expiration of the Term (i) by the Company without Cause (other than for death or Disability) or (ii) upon Employee’s resignation for Good Reason (either such termination, a “Qualifying Termination”), the Company shall pay Employee the amounts described in clauses (A) and (B) on the 60th day following Employee’s termination (the “Qualifying Termination Payment Date”) and take the actions described in clauses (C) and (D); provided that, payment of the amount described in clause (A) and the actions described in clauses (C) and (D) shall be conditioned on Employee’s execution and non-revocation before the Qualifying Termination Payment Date of a general release of the Company and its affiliates substantially in the form attached hereto as Exhibit A, and Employee’s compliance with Sections 2(a) through 2(e):
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Subject to Section 1(g), upon termination of Employee's employment with the Company Group prior to expiration of the Term (i) by the Company Group without Cause (other than for death or Disability) or (ii) upon Employee's resignation for Good Reason (either such termination, a "Qualifying Termination"), Employee will receive (x) payment of the Accrued Obligations within thirty (30) days of such Qualifying Termination (or earlier, to the extent required by applicable law) and (y) the payments and benefits described in clauses (A) through (J) below, but (with respect to clauses (A) through (J) below) only if Employee timely executes and does not revoke the Release and Employee complies in all material respects with his obligations under Sections 2(a) through 2(e). If Employee does not execute the Release within forty-five (45) days following the date of such Qualifying Termination, or if Employee revokes the Release before the Release Effective Date, Employee's entitlement to the payments and benefits described in clauses (A) through (J) below will immediately become null and void.
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. If Employee’s employment is terminated by the Company for any reason other than Employee’s death or Disability or for Cause, or if Employee resigns for Good Reason, then Employee shall be paid (i) his salary through the date of termination or resignation, as the case may be, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. In addition, the Company will continue to pay, as severance pay, Employee’s Base Salary at the rate in effect on the termination date or resignation date, as the case may be, through the date that is twelve (12) months from the termination date or resignation date, as the case may be (the “Severance Period”). Such payments will be at usual and customary pay intervals of Employer and will be subject to all appropriate deductions and withholdings. In addition, Employee shall automatically and immediately vest (including lapse of restrictions on Restricted Stock Grant) in all of his then-outstanding equity-based compensation awards granted on or prior to the date one (1) year after the Effective Date.
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. If Employee’s employment is terminated by the Company for any reason other than Employee’s death or Disability or for Cause, or if Employee resigns for Good Reason, then (i) the Company shall pay Employee the Base Salary from the date of termination of Employee’s employment through the end of the scheduled Term (the “Severance Period”) pursuant to the Company’s normal payroll practices; (ii) commencing at the end of the fiscal year in which Employee’s date of termination of employment occurs and at the end of each full fiscal year during the Severance Period, the Company shall pay to Employee an amount equal to Employee’s target bonus (expressed as a percentage of Base Salary) for the fiscal year in which the date of termination occurs, based on the deemed achievement of any individual performance goal formulas and actual achievement of corporate performance goal formulas, with respect to the fiscal year in which payment is made, at such time and in such manner as the Company otherwise pays its annual bonuses to similarly situated executives of the Company; (iii) during the Severance Period, the Company shall continue to provide benefits to Employee that would have been provided to Employee in accordance with the plans, programs, practices and policies in which Employee participated as of the date of termination if Employee’s employment had not been terminated or, in the case where any or all of the employee benefit plans are discontinued or no longer applicable to similarly situated executives of the Company and its subsidiaries, as in effect generally at any time thereafter with respect to similarly situated executives of the Company and its subsidiaries, provided, however, that, if Employee becomes re-employed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility; (iv) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(f) below). In addition, Employee shall automatically and immediately vest in all of his then-outstanding Company equity-based compensation awards and options granted on or prior to August 2, 2001 or any attendant warrants granted in respect thereof pursuant to Section 8.12 of t...
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TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON. Upon termination of Employee's employment with the Company prior to expiration of the Term (i) by the Company without Cause (other than for death or Disability) or (ii) upon Employee's resignation for Good Reason (either such termination, a "Qualifying Termination"), Employee shall receive the payments and benefits described in clauses (A) through (C) below, but only if Employee executes and does not revoke a general release of the Company and its affiliates substantially in the form attached hereto as Exhibit A (the "Release") and Employee complies with Sections 2(a) through 2(e). If Employee does not execute the Release within forty-five (45) days following the Qualifying Termination, or if Employee revokes the Release (the end of the permitted revocation period following execution without revocation being exercised, the "Release Effective Date"), Employee's entitlement to the payments and benefits described in clauses (A) through (C) below shall immediately become null and void.
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Related to TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE FOR GOOD REASON

  • 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 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 for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • 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 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 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:

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • 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.

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