Termination by the Company Without Cause or Resignation by Employee With Good Reason Sample Clauses

Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of eighteen (18) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his or her termination, and (B) 1.5 times the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the current “target” amount of any cash bonus or short term cash incentive plan in effect for Employee for the calendar year in which the termination of employment occurs. Any of Employee’s applicable health and welfare benefits, including health and dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination shall be continued and maintained by the Company at the Company’s expense on a monthly basis for a period equal to the Severance Period or until such time as Employee is employed by another employer and is provided health and welfare benefits at least equal in the aggregate to the health and welfare benefits provided at the time of termination by the Company; provided, however, to the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the Company’s provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. For the avoidance of doubt, the amounts paid under this Section 4(b) are in lieu of payment to Employee under any other severance agreement, plan, policy, practice or program of the Company.
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Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of twelve (12) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his termination, which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination, and (B) an additional lump sum payment equal to the reasonable estimated cost to the Employee of obtaining for the Severance Period (whether through coverage offered to comply with the Consolidated Omnibus Budget Reconciliation Act (COBRA) or otherwise) health and welfare benefits, including medical and prescription drugs, dental, vision and life insurance benefits substantially similar to those coverages that Employee had immediately prior to the termination of employment, calculated by taking into account maximums and certain reductions under the Company’s Insurance Certificates. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof.
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Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations and (ii)(A) a period of eighteen (18) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his or her termination, and (B) 1.5 times the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the average of the last three annual cash bonuses paid by Company to Employee. Any of Employee’s applicable health and welfare benefits, including health, dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination and that are non-taxable to Employee upon receipt, shall be continued and maintained by the Company at the Company’s expense for a period equal to the Severance Period or until such time as Employee is employed by another employer and is provided health and welfare benefits at least equal in the aggregate to the health and welfare benefits provided at the time of termination by the Company.
Sample 1
Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee’s employment is terminated without Cause or if Employee resigns with Good Reason, the Company shall provide the following to Employee (i) the Accrued Obligations, payable as provided in Section 4(a) hereof and (ii)(A) a period of twelve (12) months (“Severance Period”) base salary based upon the salary Employee earned at the time of his termination, (B) one (1) time the Bonus Amount (as hereinafter defined), all of which is payable in a lump sum on the date which is the first day following the six (6) month anniversary of the date of termination, and (C) an additional lump sum payment equal to the reasonable estimated cost to the Employee of obtaining for the Severance Period (whether through coverage offered to comply with the Consolidated Omnibus Budget Reconciliation Act (COBRA) or otherwise) health and welfare benefits, including medical and prescription drugs, dental, vision and life insurance benefits substantially similar to those coverages that Employee had immediately prior to the termination of employment, calculated by taking into account maximums and certain reductions under the Company’s Insurance Certificates. For the avoidance of doubt, a termination of employment in connection with the sale of the business unit in which Employee operates, which is not considered a Change of Control, is not a termination without Cause and instead shall be treated with the same effect as a termination under Section 4(a) hereof. As used herein “Bonus Amount” shall mean the current “target” amount of any cash bonus or short term cash incentive plan in effect for Employee for the calendar year in which the termination of employment occurs.
Sample 1
Termination by the Company Without Cause or Resignation by Employee With Good Reason. If Employee is terminated without Cause or if Employee resigns with Good Reason, Employee will be paid [ (executive officers other than CEO) twenty-four (CEO)] months’ (Severance Period) salary based upon the salary Employee earned at the time of his or her termination payable in a lump sum upon the date of termination. Employee’s applicable health and welfare benefits including, but not limited to, health, dental and life insurance benefits (but not including additional stock or option grants) that Employee was receiving prior to termination will be continued and maintained by the Company at the Company’s expense for a period equal to the Severance Period or until the such time as Employee is employed by another employer and provided health and welfare benefits equal to the health and welfare benefits provided at the time of termination by the Company.
Sample 1

Related to Termination by the Company Without Cause or Resignation by Employee With Good Reason

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

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

  • 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 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:

  • By the Company Without Cause or Resignation by Executive for Good Reason (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.

  • Involuntary Termination by the Company without Cause At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice.

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • 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 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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