Termination by the Executive for Good Reason or by the Company without Cause Sample Clauses

Termination by the Executive for Good Reason or by the Company without Cause. In the event that the EXECUTIVE'S employment hereunder is terminated (i) by the COMPANY without Cause, (ii) by the EXECUTIVE for Good Reason, (iii) by the EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by the COMPANY refusing to renew this Agreement without Cause, then the COMPANY shall provide the EXECUTIVE the following severance benefits (the "Severance Benefits"): (i) Annual Base Salary and other Compensation as set forth in Section 3 hereof that was earned up until the date of termination, as well as any unreimbursed expenses; (ii) Base Salary at one hundred percent (100%) of the annualized rate in effect on the date of termination, for twelve (12) months after termination of employment (the "Salary Continuation Period") payable as and when employees of the COMPANY are paid in accordance with normal payroll procedures; provided that in the event such termination is as a result of a Change in Control as defined in Section 6(b), below, then the Salary Continuation Period shall be eighteen (18) months. (iii) Any unpaid bonus the Board of Directors previously determined was earned by the EXECUTIVE, unless at the time of such determination the Board of Directors was not aware of facts which it reasonably would have taken into account had such facts been known. (iv) The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on performance of the COMPANY for the year in which employment terminates, if at the end of the year during which termination of employment occurs, the COMPANY'S performance meets the bonus criteria for that year. The COMPANY shall pay a pro rata share (based on the number of days of that year before and after termination) of any performance bonus based on the individual performance of the EXECUTIVE, unless (x) the Board of Directors in good faith concludes that prior to termination of employment, the EXECUTIVE'S behavior was inconsistent with such criteria, or (y) the Board of Directors in good faith concludes the EXECUTIVE would not have been able to achieve the performance criteria had employment continued for the full year. Payment, if any, shall be made at the time the bonuses would have been paid had employment not terminated. (v) Continuing coverage for the EXECUTIVE and his eligible dependents, under all of the COMPANY'S or ETRIALS' medical and dental benefit plans, programs and policies in effect as of the date of termination ...
Sample 1Sample 2See All (8)
AutoNDA by SimpleDocs
Termination by the Executive for Good Reason or by the Company without Cause. The Executive may terminate this Agreement for Good Reason (as defined below). In the event the Executive terminates this Agreement for Good Reason, the Company terminates the Executive’s employment without Cause or the Company elects not to renew this Agreement under Section 2(a) upon the termination of the initial Term or any extension thereof, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary through the termination date, (ii) an amount equal to the Executive’s Base Salary for the remainder of the Term, but no less than twelve months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid Bonus for any Measuring Period ended prior to the date of termination; and (v) any earned but unpaid Bonus for the Measuring Period in which termination occurs (to the extent it can be calculated). The term “Good Reason” shall mean: (i) a change in the Executive’s title or a diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such change or diminution); (ii) any reduction in compensation or material reduction in benefits of the Executive (unless the Executive has agreed to such reduction or as otherwise provided in this Agreement); (iii) the relocation of the Company’s offices more than ten (10) miles from their current location in West Babylon, New York (unless the Executive has agreed to such relocation); or (iv) any other action or inaction that constitutes a material breach by the Company under this Agreement, it being understood that the Company’s failure to make any payments due under Section 4 is a material breach hereunder. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 90 days following the initial existence of such condition, that such Good Reason exists, setting forth in detail the grounds the Executive believes constitute Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive shall receive the payments provided herein at such times he would have received them if there was no termination.
Sample 1Sample 2See All (6)
Termination by the Executive for Good Reason or by the Company without Cause. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for "Good Reason" as defined below upon not less than thirty (30) days written notice to the Company. For purposes of this Agreement "Good Reason" shall mean the Company (i) reducing the Executive's position, duties, or authority, (ii) failing to secure the agreement of any successor entity to the Company that the Executive shall continue in this position without reduction in position, duties or authority, (iii) committing any other material breach of this Agreement which is not remedied by the Company (if capable or remedy) within thirty (30) days after receiving notice thereof from the Executive or (iv) the Company providing notice of nonrenewal of the Employment Term in accordance with Section 1 hereof. If the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) or the Executive terminates this Agreement for Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary through the date of such termination, (ii) the Stay Pay Bonus provided by Section 8 hereof if not already paid, (iii) all other current cash obligations of the Company to the Executive (e.g. unused vacation) and (iv) a prorata portion of the Incentive Compensation due the Executive pursuant to Section 4 and calculated in accordance with Section 4. In addition, the Executive shall be entitled to receive his Base Salary and Incentive Compensation through the later of (i) the balance of the Term or (ii) twenty-four months from the date of such termination (the "Severance Period"); provided, however, that in the event the Executive's employment shall terminate pursuant to this Section 9(c), within one year following August 9, 2002, the severance required to be paid the Executive pursuant to this Section 9(c) shall be reduced by one-half the Stay Pay Bonus previously paid the Executive. Such severance shall be paid in a lump sum within thirty (30) days following the termination date. The Company shall provide continued health coverage at its expenses for the Severance Period. All other benefits, if any, due the Executive following termination pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.
Sample 1See All (4)
Termination by the Executive for Good Reason or by the Company without Cause. In the event that (i) the Executive terminates his employment and this Agreement for Good Reason or (ii) the Company terminates the Executive’s employment and this Agreement without Cause, then, subject to paragraph 22, the following shall occur: (1) The Company shall pay the Executive any unpaid portion of the Executive’s Base Salary and benefits accrued through the date of termination. These amounts, if any, shall be paid at the time and in the manner required by applicable law but in no event later than 30 days after the date of termination or, with respect to benefits accrued, the date provided for under the terms of the employee benefit plan under which such benefits were accrued. (2) The Company shall pay the Executive a lump sum severance payment in an amount equal to the Executive’s Base Salary in effect as of the date of termination (or, if greater, before any reduction in the year immediately preceding the date of termination). This amount shall be paid within five business days after the Release (defined in paragraph 22) becomes effective and enforceable but in no event later than 60 days after the date of termination; provided, that if the 60 day period following the date of termination ends in the calendar year following the year that includes the date of termination, then payment of any amount that is conditioned upon the execution of the Release and is subject to Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination, regardless of when the Release is executed. (3) Should the Executive timely elect to continue coverage under a group health insurance plan sponsored by the Company or one of its Affiliates and timely make the premium payments, reimburse Executive on a monthly basis for the cost of continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”) for Executive and any eligible dependents until the earlier of (A) the date Executive is no longer entitled to continuation coverage under COBRA or (B) for 12 months after the date of termination. The first reimbursement shall not be paid before five business days after the Release (defined in paragraph 22) becomes effective and enforceable.
Sample 1Sample 2
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the Executive terminates his employment with the Company upon notice for Good Reason (as defined below), or the Executive is terminated by the Company without Cause (other than pursuant to Section 8(c)), the Executive shall be entitled to receive the following as severance benefits hereunder in a lump sum as soon as practicable following such termination: (i) a pro rata portion of the Executive's target Incentive Bonus, calculated by multiplying the Base Salary by 50%, and further multiplying such product by a fraction, the numerator of which is the actual number of days the Executive was employed during the calendar year of such termination (including weekends and holidays which occurred during such period) and the denominator of which is 365, and (ii) $680,000. Except as otherwise set forth herein, all other compensation and benefits provided for under this Agreement or otherwise from the Company shall cease upon such termination, and the Executive hereby acknowledges and agrees that no severance or similar or other damages or payments of any kind whatsoever shall be payable to the Executive due to, in connection with, or in the event of, the Executive's termination or resignation from employment for any reason.
Sample 1
Termination by the Executive for Good Reason or by the Company without Cause. The Company has the right, at any time, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive’s employment under this Agreement and discharge the Executive without Cause. If the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment for Good Reason, provided that the foregoing terminations occur within twenty-four (24) months after a Change of Control of the Company (a “Qualifying Termination”), then the Company’s obligation to the Executive shall be limited solely to the following:
Sample 1
Termination by the Executive for Good Reason or by the Company without Cause. In the event that the Executive’s employment is terminated by the Executive for Good Reason or by the Company without Cause, and provided that the Executive has executed a written release to the Company in substantially the same form attached hereto as Exhibit A and the rescission period specified therein has expired, the Company shall: (a) pay the following amounts to the Executive: (i) any accrued but unpaid Annual Base Salary in effect at the date of termination of the Executive’s employment with the Company for services rendered to such date; (ii) a lump sum severance payment of 200% of the sum of the Annual Base Salary and the amount payable under the then-current EMIP, assuming that the Executive were eligible for a payment thereunder at the EMIP Target Incentive in effect at the date of termination; (iii) upon his election of COBRA continuation coverage, ADC shall continue to pay an amount equal to the current employer contribution to medical and dental premiums until such time as a) the Executive first becomes covered by another group medical and dental coverage or b) six months following the termination date, whichever is earlier; and (iv) the amount of any other benefits to which the Executive is legally entitled as of such date under the terms and conditions of any benefit plans of the Company in which the Executive is participating as of the date of termination; and (b) cause the vesting of the unvested portions of the 1,200,000 options and the 650,000 restricted shares granted on August 29, 2003, to be accelerated to the date of termination; and (c) cause the exercise period for the unexercised options granted to the Executive on August 29, 2003, to be extended to the earlier of the third anniversary of the date of termination and August 29, 2013. The Company shall have no further obligations under this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Termination by the Executive for Good Reason or by the Company without Cause

  • Termination by the Company Without Cause or by the Executive for Good Reason (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

  • 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 the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (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 but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

  • 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 Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

  • Termination by the Company Without Cause or by Executive for Good Reason Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

  • 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 the Executive for Good Reason The Executive shall have the right to terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without the Executive’s express written consent, of any one or more of the following events:

  • Termination by the Employee for Good Reason The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

  • Termination by the Company Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination by the Company for Cause or by Executive Without Good Reason If the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments and benefits described in Section 6(a).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!