Common use of Termination by the Corporation Without Cause Clause in Contracts

Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP and Chief Finance Officer at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediately. (b) If your employment is terminated by the Corporation pursuant to this Section 15, unless otherwise determined by the Board, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 (Annual Review) set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) 2 - 5 12 months 5 or more 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”) during a period of 6 months following termination. (d) If you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the “Maintenance Payments” shall terminate forthwith on the date of commencement of such office, employment, contract or position. (e) The payments of Base Salary and benefits set out in this Section 15 shall be in lieu of any applicable notice period.

Appears in 1 contract

Samples: Employment Agreement (Aspreva Pharmaceuticals CORP)

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Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP Vice President of Finance and Chief Finance Officer Administration at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediatelyimmediately upon your receipt of such notice. If you are a director of the Corporation you will be deemed to have resigned as a director, effective upon your receipt of the notice of termination without any further action on your part. (b) If your employment is terminated by the Corporation pursuant to this Section 15, unless otherwise determined by the Board16, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 (Annual Review) set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) ------------------ --------------------------------------------- 1 - 2 6 months 3 - 5 12 months 5 or more and over 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months in aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”"MAINTENANCE PAYMENTS") during a period of 6 months following termination. (d) If you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the “Maintenance Payments” shall terminate forthwith on the date of commencement of such office, employment, contract or position. (e) The payments of Base Salary and benefits set out in this Section 15 16 shall be in lieu of any applicable notice period.

Appears in 1 contract

Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP)

Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP Executive Vice-President and Chief Finance Medical Officer and require that you resign at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediately. (b) If your employment is terminated by the Corporation pursuant to this Section 15Section, unless otherwise determined by the Board, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 (Annual Review) set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) 1 - 2 - 5 12 6 months 5 or more after 2 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”) during a the full notice period of 6 months following terminationas defined by 13. (b). (d) If you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the Maintenance Payments” Payments shall terminate forthwith on the date of commencement of such office, employment, contract or position. (e) The payments of Base Salary and benefits set out in this Section 15 14 shall be in lieu of any applicable notice period.

Appears in 1 contract

Samples: Employment Agreement (Aspreva Pharmaceuticals CORP)

Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP Chairman and Chief Finance Executive Officer at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediately. (b) If your employment is terminated by the Corporation pursuant to this Section 15, unless otherwise determined by the BoardSection, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 (Annual Review) ), set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) ------------------ --------------------------------------------- 1 - 2 6 months 3 - 5 12 months 5 or more 6 and over 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months in aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”"MAINTENANCE PAYMENTS") during a period of 6 months following terminationthe notice period. (d) If Notwithstanding Section 15(c), if you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the Maintenance Payments” Payments shall terminate forthwith on 6 months from the date of commencement termination of such office, employment, contract or positionyour employment (excluding the notice period). (e) The payments of Base Salary and benefits set out in this Section 15 shall be in lieu of any applicable notice period. (f) In addition, the Corporation will arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment. (g) You shall not be required to mitigate the amount of any payment provided for in this Section 15 by seeking other employment or otherwise, nor will any sums actually received be deducted.

Appears in 1 contract

Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP)

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Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP and Chief Finance Officer President of the Corporation at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediately. (b) If your employment is terminated by the Corporation pursuant to this Section 15, unless otherwise determined by the BoardSection, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 (Annual Review) ), set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) ------------------ --------------------------------------------- 1 - 2 6 months 3 - 5 12 months 5 or more 6 and over 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months in aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”"MAINTENANCE PAYMENTS") during a period of 6 months following terminationthe notice period. (d) If Notwithstanding Section 15(c), if you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the Maintenance Payments” Payments shall terminate forthwith on 6 months from the date of commencement termination of such office, employment, contract or positionyour employment (excluding the notice period). (e) The payments of Base Salary and benefits set out in this Section 15 shall be in lieu of any applicable notice period. (f) In addition, the Corporation will arrange for you to be provided with such outplacement career counselling services as are reasonable and appropriate, to assist you in seeking new executive level employment. (g) You shall not be required to mitigate the amount of any payment provided for in this Section 15 by seeking other employment or otherwise, nor will any sums actually received be deducted. (h) The obligation of the Corporation to pay any amount or to provide any benefit to your pursuant to this Section shall be subject to you resigning as a director of the Corporation, unless you are entitled to be a director of the Corporation pursuant to an agreement among the shareholders of the Corporation.

Appears in 1 contract

Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP)

Termination by the Corporation Without Cause. (a) The Corporation may terminate your employment as EVP Vice President of Clinical and Chief Finance Officer Regulatory at any time without Cause (as defined below) by giving you written notice of the effective date of such termination and in all respects, except as set out below, your resignation and the termination of your employment will be effective immediatelyimmediately upon your receipt of such notice. If you are a director of the Corporation you will be deemed to have resigned as a director, effective upon your receipt of the notice of termination without any further action on your part. (b) If your employment is terminated by the Corporation pursuant to this Section 15, unless otherwise determined by the Board18, the Corporation shall pay to you as a lump sum the number of months of Base Salary, as referred to in Section 3 (Base Salary) and as adjusted from time to time in accordance with Section 4 5 (Annual Review) set out in the table below depending upon the year of employment in which you are terminated, plus such other sums owed for arrears of salary, vacation pay and, if granted pursuant to Section 5 6 (Performance Bonus), bonus: Year of Employment Lump Sum Payment of Base Salary (as adjusted) ------------------ --------------------------------------------- 1-2 - 5 12 6 months 5 or more after 2 12 months, plus one additional month for each full year of employment over 5 years, up to a maximum of 18 months aggregate (c) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Corporation shall maintain the benefits and payments set out in Section 6 7 (Benefits) of this Agreement (the “Maintenance Payments”"MAINTENANCE PAYMENTS") during a period of 6 months following termination. (d) If you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the “Maintenance Payments” shall terminate forthwith on the date of commencement of such office, employment, contract or position. (e) The payments of Base Salary and benefits set out in this Section 15 18 shall be in lieu of any applicable notice period.

Appears in 1 contract

Samples: Executive Employment Agreement (Aspreva Pharmaceuticals CORP)

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