Termination by the Company without Cause; Resignation for Good Reason Sample Clauses

Termination by the Company without Cause; Resignation for Good Reason. The Company may terminate Executive’s employment at any time without Cause, with 60 days’ prior written notice, and Executive may resign from Executive’s employment for Good Reason in accordance with the procedures set forth in the definition of “Good Reason” below. In such event, the severance benefits to which Executive will be eligible will depend on whether such termination is a Qualifying Non-CIC Termination or a Qualifying CIC Termination (each as defined below).
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Termination by the Company without Cause; Resignation for Good Reason. (1) Provided that a “Change in Control” (as defined in a separate Change in Control Agreement, dated March 16, 2015, by and between the Executive and the Company (the “CIC Agreement”) (a copy of the CIC Agreement is attached hereto as Appendix C)) has not occurred, or that a Change in Control has occurred but the two years during which a Triggering Event as defined in the CIC Agreement could occur has expired, (i) the Company may terminate this Employment Agreement and Executive’s employment without Cause (the Company agrees that the provision of a notice of non-renewal under Section 2(A) by the Company is a termination of Executive’s employment without Cause) and (ii) the Executive may terminate this Employment Agreement and the Executive’s employment for Good Reason (as hereinafter defined). If the Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, then the Company shall pay, upon the receipt of the release described in Section 4(B)(3), the severance payment described in this Section 4(B)(1) to the Executive (which will be in addition to any other compensation or remuneration to which the Executive is, or becomes, entitled to receive from the Company). The amount of the severance payment is equal to the sum of the Executive’s annual base salary and target annual incentive. In addition, the Company shall, at its expense, provide the Executive and his eligible dependents with life and health insurance (“Health and Welfare Benefits”) in an amount not less than provided on the date of the Executive’s termination from employment for a period of twelve (12) months following the termination without Cause; provided, however, the Company shall not be obligated to pay for Health and Welfare Benefits after the date on which the Executive shall be eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits the Executive and his family received from Company; provided, further, that if the Executive’s continuation in some or all of the Company’s Health and Welfare Benefits is not available, then the Company shall make additional monthly payments to the Executive equal to the cost of the coverage, as determined solely by the Company for similarly situated employees of the Company, over a period of up to twelve (12) months with respect to those benefits among the Health and Welfare Benefits not available. All payments pursuant to this Employment Agreement sh...
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Termination by the Company without Cause; Resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause or due to Executive’s resignation for Good Reason, then, in addition to the Accrued Amounts, subject to Executive’s timely execution and non-revocation of the general release described in Section 3.8 (the “General Release”) and Executive’s continued compliance with Executive’s obligations under Section 4 of this Employment Agreement, Executive shall be entitled to the following:
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Termination by the Company without Cause; Resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (as defined below) or Executive terminates for Good Reason (as defined below) (each, a “Non-Change in Control Termination”), then, subject to Section 6(b), Executive will receive, in addition to the compensation set forth in Section 5 the following severance benefits (the “Severance Benefits”):
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Termination by the Company without Cause; Resignation for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Sections 6.5 and 7.1 of this Agreement. A termination pursuant to Sections 6.2, 6.3, or 6.4 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1.
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Termination by the Company without Cause; Resignation for Good Reason. The Company may at any time terminate Employee's employment without Cause (as defined below) by giving Employee notice on or before the effective date of termination. In the event of such termination, or if the Employee resigns for Good Reason, the Company shall have an obligation to pay Employee severance pay described on Schedule B to the Agreement, provided that (i) Employee executes a severance and release agreement substantially in the form attached hereto as Schedule C waiving any claims against the Company, its Affiliates and their officers, directors, agents and employees and (ii) provided that in the event that Employee breaches any of the representations, warranties and covenants set forth in Sections 6, 7, 8 or 9 the Company shall have no further obligation to make severance payments and may pursue all other available remedies against Employee. For the purposes of this Agreement, "Good Reason" shall mean a termination of Employee's employment at Employee's initiative following the occurrence, without Employee's written consent, of one or more of the following events (except in consequence of a prior termination); (i) a reduction in Employee's then current Base Salary or target Annual Bonus or the termination or material reduction of any material employee benefit or perquisite enjoyed by Employee, including eligibility for eCollege Share Rights (other than as part of an across-the-board reduction of such benefits or perquisites applicable to all employees of the Company or integration with eCollege benefit plans in 2005 or thereafter); (ii) a material diminution in Employee's duties or title.
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Related to Termination by the Company without Cause; Resignation for Good Reason

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

  • 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 for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • 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:

  • 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:

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