Termination by the Partnership Without Cause Sample Clauses

Termination by the Partnership Without Cause. The Partnership may terminate this Agreement at any time in the event the Board determines, in its sole discretion, that the continued employment of Executive is not in the continued interests of the Partnership. In the event the Partnership terminates Executive's employment pursuant to this Section 5.1, then, subject to Section 6, Executive shall be entitled to his Base Salary and other benefits and bonuses through the date of his termination of employment (the "Termination Date"), and shall also receive severance pay in an amount equal to Executive's current Base Salary for one year. Such severance amount shall be payable in a lump sum within 10 days following the Termination Date. In addition, (i) for the 12-month period following such Termination Date, the Company shall continue, at its sole cost, medical benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not terminated and (ii) notwithstanding, and in addition to, anything in the Crown Pacific Management Limited Partnership 1997 Distribution Equivalent Rights Plan, the Crown Pacific Management Limited Partnership 1994 Unit Option Plan, any successor plan or other Company equity-based award plan (collectively, the "Equity Plans"), or any award agreement thereunder to the contrary, on the Termination Date Executive shall be automatically fully (100%) vested in all options, Distribution Equivalent Rights, including all Distribution Amounts then credited to him with respect to Distribution Equivalent Rights, and other equity awards granted to him thereunder, and shall become immediately payable or exercisable, as the case may be. The above vesting shall be in addition to, and not in limitation of, all other rights Executive may have under the Equity Plans and award agreements thereunder. 2
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Termination by the Partnership Without Cause. In the event of a termination of your employment by the Partnership without Cause (as defined below), you shall be entitled to receive (i) the base salary that would otherwise have been payable to you pursuant to Section 3(a) had you remained employed through the Expiration Date, to the extent not previously paid, (ii) the Guaranteed Bonuses that would otherwise have been payable to you pursuant to Section 3(b) had you remained employed through the payment date of the Partnership’s calendar year 2004 annual bonuses, to the extent not previously paid, (iii) payment of the minimum amounts that would otherwise have been awarded to you under the Partners Compensation Plan pursuant to Section 5(a) above had you remained employed through the Expiration Date, to the extent not previously contributed on your behalf to the Partners Compensation Plan, (iv) full vesting of all awards made to you or on your behalf under the Partnership’s equity plans prior to the termination of your employment, including your awards under the Partners Compensation Plan, (v) comparable health and welfare benefits for yourself, your spouse and your dependents through the Expiration Date, (vi) a lump sum cash payment equal to the sum of (A) the product of $20,000 times the number of plan years for which you will not receive a Partnership contribution to your account under the tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management L.P. as a result of the your termination, through and including plan year 2008, but reduced by the amount of any contributions made to your plan account with respect to the plan year in which your termination occurs, if any and (B) the actuarial equivalent of the additional benefit you would have accrued under the tax-qualified Retirement Plan for Employees of Alliance Capital Management L.P., in each case, had you remained employed through the Expiration Date, (vii) any other benefits to which you may be entitled in accordance with the terms of the plans, policies and arrangements referred to in Section 4 hereof upon or by reason of such termination and (viii) continuation of the perquisites, reimbursements and support provided under Section 6 and 7 hereof until the Expiration Date. The amounts payable under clauses (i), (ii), (iii) and (vi) above and your awards under the Partners Compensation Plan shall be distributed to you within 30 days after your termination of employment.
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Termination by the Partnership Without Cause. The Partnership may terminate this Agreement and the Employee's employment with the Partnership at any time Without Cause (as defined below) by giving written notice of termination to the Employee. As used in this Agreement, ("Without Cause") means a termination of this Agreement and the Employee's employment by the Partnership for any reason or no reason (other than Cause or due to the Employee's Death or Disability). A termination "Without Cause" shall be effective immediately (or on such later date set forth in the written notice of termination to the Employee).
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Termination by the Partnership Without Cause. The Partnership may terminate this Agreement at any time in the event the Board determines, in its sole discretion, that the continued employment of Executive is not in the continued interests of the Partnership. In the event the Partnership terminates Executive's employment pursuant to this Section 5.1, then, subject to Section 6, Executive shall be entitled to his Base Salary and other benefits and bonuses through the date of his termination of employment (the "Termination Date"), and shall also receive severance pay in an amount equal to Executive's current Base Salary for one year. Such severance amount shall be payable in a lump sum within 10 days following the Termination Date. In addition, (i) for the 12-month period following such Termination Date, the Company shall continue, at its sole cost, medical benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not terminated and (ii) notwithstanding, and in addition to, anything in the Crown Pacific Management Limited Partnership 1997 Distribution Equivalent Rights Plan, the Crown Pacific Management Limited Partnership 1994 Unit Option Plan, any successor plan or other Company equity-based award plan (collectively, the "Equity Plans"), or any award agreement 2
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Termination by the Partnership Without Cause. The Partnership may terminate the Executive’s employment as a Consultant at any time without Cause (as defined in Section 7(F)(i) above).
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Termination by the Partnership Without Cause. The General Partner shall have the right to terminate this Agreement with respect to any Partnership at any time without cause by providing PacWest with a 90-day written notice of termination for the terminating Partnership. During the 90-day period, PacWest shall continue to provide its services under this Agreement and shall assist the General Partner and any new manager with whatever is reasonably necessary to insure a smooth management transition. During the 90-day period, PacWest shall continue to be paid all of its fees set forth in this Agreement and shall also be entitled to the liquidated damages set forth in Section 11.7 hereof. Upon receipt of the 90-day written notice, PacWest shall no longer be required to provide for or make any further Loans under Section 10.2.1 hereof to the terminating Partnership, and the principal of any Loans previously made by PacWest (but not third party Loans secured by PacWest) shall be due and payable by the terminating Partnership three years from the date of the 90-day written notice, with monthly payments of interest thereon, commencing 30-days after the 90-day written notice.
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Termination by the Partnership Without Cause. In the event of a termination of your employment by the Partnership without Cause (as defined below), you shall be entitled to receive (i) the base salary that would otherwise have been payable to you pursuant to Section 2(a) had you remained employed through the later of December 31, 2007 or the end of the year in which your employment terminates, to the extent not previously paid, (ii) a pro-rata deferred compensation award for the calendar year in which such termination occurs (calculated in accordance with Section 2(b) hereof based on the Partnership’s consolidated income before incentive compensation through the last day of your employment), (iii) all unvested deferred compensation awards (including any pro-rata award made to you in accordance with clause (ii) hereof) made to you under Section 2(b) hereof prior to the termination of your employment, (iv) comparable health and welfare benefits for yourself, your spouse and your dependents through the later of December 31, 2007 or the end of the year in which your employment terminates, (v) if the termination occurs prior to December 31, 2007, a lump sum cash payment equal to the product of $20,000 times the number of plan years through and including 2007 for which you will not receive a Partnership contribution to your account under the tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management L.P. as a result of your termination, and (vi) if the termination occurs prior to December 31, 2007, continuation of the perquisites, reimbursements and support provided under Section 4 hereof until December 31, 2007. The amounts payable under clauses (i) and (v) above shall be distributed to you within 90 days after the termination of your employment, and the amount under clause (iii) above shall be distributed to you on the first business day following six (6) months after the termination of your employment.
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Termination by the Partnership Without Cause. If the Executive’s employment as a Consultant is terminated by the Employer without Cause pursuant to Section 7(F)(ii) above, then the Partnership shall, through the date of termination, pay the Executive his Accrued Benefit and shall pay the Executive the 401(k) Payment in accordance with Section 6 above to the extent such payment is due. In addition, provided that the Executive executes this Transition Agreement and does not revoke his agreement in Section 13(A) below to release all Claims of discrimination or retaliation under the Age Discrimination in Employment Act (the “ADEA Release Agreement”) in accordance with the terms of Section 14 below, the Partnership shall pay the Executive (a) the base salary specified in Section 3(a) of the Employment Agreement through October 31, 2012 as though he had remained employed as a Consultant through that date, (b) the Transitional Bonus, on the same schedule as set forth in Section 7(D) and (c) provided that the Executive elects to continue his health coverage to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Partnership shall pay the premiums for the same level of coverage as in effect on the date the Executive’s employment as a Consultant is terminated until October 31, 2012 to the same extent as if he had remained employed through such date (together, the “Transition Severance”).
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Termination by the Partnership Without Cause. The Partnership may terminate this Agreement at any time in the event the Board determines, in its sole discretion, that the continued employment of Executive is not in the continued interests of the Partnership. In the event the 2
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Related to Termination by the Partnership 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 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 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 Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

  • Termination by Company Without Cause The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following: (i) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to Employee’s annual base salary, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; (ii) a one-time “lump sum” payment of severance pay (less applicable withholding taxes) in an amount equal to 100% of Employee’s annual bonus rate, as then in effect, to be paid in accordance with the Company’s normal payroll policies no later than the Company’s first regular payroll date following the Termination Date; and (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Termination Date; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (y) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (z) twelve (12) months from the Termination Date. (iv) Fifty percent (50%) of the Employee’s then unvested stock options shall immediately vest and become exercisable and Employee shall have twelve (12) months following the Termination Date to exercise such vested shares; provided, however, that in the event of a conflict between the terms and conditions of any such stock option agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such stock option agreement shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 6(b)(iv) modify or extend the Expiration Date of any stock option as set forth in such stock option agreement.

  • Termination Without Cause by the Company During the term of this Agreement, if the Company terminates the Executive’s employment without Cause pursuant to Paragraph 4(d) of this Agreement (a “Termination without Cause”), under circumstances that constitute a Involuntary Separation from Service with the Company (as defined for purposes of §409A of the Internal Revenue Code), the Company shall pay the Executive the total amount of Executive’s Annual Compensation (then-current base salary plus Executive’s target bonus level) (the “Severance Payment”). Executive shall continue to participate in all other benefit plans during the twelve (12) month period following the Termination without Cause (the “Severance Period”), except to the extent prohibited by law or any applicable employee benefit plan. All Stock Options granted to Executive which have vested prior to the final day of Executive’s employment under this Agreement (the “Termination Date”) shall remain vested and exercisable for the exercise period set forth in Executive’s Option Award Agreement. The Company will continue to vest Stock Options and stock awards during the Severance Period in accordance with the following vesting schedule: (1) If a Termination without Cause occurs during the first year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the calendar quarter after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (2) If a Termination without Cause occurs during the second year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the two (2) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (3) If a Termination without Cause occurs during the third year of the term of this Agreement or thereafter, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the three (3) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement. Payment of the Executive’s separation pay benefit under this Section 5(d) shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service (as defined in the IRC, as amended), and shall continue in monthly installments thereafter until all 6 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of the Executive’s annualized compensation or the maximum amount that may be taken into account for qualified plan purposes (in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid in 6 equal monthly installments commencing as of the first of the month after the date that is six months after the Executive’s Separation from Service date. (iii) In no event shall payments be accelerated, nor shall the Executive be eligible to defer payments to a later date.

  • 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

  • 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 for Cause The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following: