Termination of Consulting Engagement Sample Clauses

Termination of Consulting Engagement. Notwithstanding any other provision of this Agreement to the contrary, the engagement of Consultant hereunder may be terminated, at the option of the Company, in the event of: (i) Consultant's willful failure or refusal to perform the consulting services required by Section 1 hereof upon 10 days advance notice from the Company and provided that Consultant shall have a reasonable opportunity to cure such failure or refusal within such 10 days,(ii) willful fraud or material dishonesty in connection with Consultant's performance hereunder, (iii) the death or disability of Consultant; for purposes hereof, disability shall exist if Consultant shall be rendered incapable of performing his duties hereunder by reason of any physical or mental impairment, (iv) Consultant's conviction for, or plea of NOLO CONTENDERE to, a charge of commission of a felony or (v) any violation by Consultant of any provision of the Non-Competition Agreement. Upon the termination of this engagement for any of the foregoing reasons, Consultant shall be entitled to receive, on the scheduled payment dates, any accrued but unpaid consulting fees through the date of such termination.
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Termination of Consulting Engagement. (a) Anything to the contrary notwithstanding, this Agreement shall terminate 30 days after the Principal's (i) death or (ii) disability for a period of not less than twenty-six consecutive weeks; provided, however, that the provisions of Section 7 hereof shall remain in full force and effect through the end of the term hereof. (b) Consulting Company's engagement hereunder may also be terminated by the Company before the expiration of the term hereof only for cause as herein defined. "Cause" shall mean only one or both of the following occurrences.
Sample 1
Termination of Consulting Engagement. Notwithstanding any other provision of this Agreement to the contrary, the engagement of Enterprises hereunder may be terminated, at the option of the Company, only in the event of: (i) Enterprises' willful failure or refusal to perform the consulting services required by Section 1 hereof upon 30 days advance notice from the Company and provided that Enterprises shall have a reasonable opportunity to cure such failure or refusal within such 30 days; or (ii) willful fraud or material dishonesty in connection with Enterprises' performance hereunder. Upon the termination of this engagement for any of the foregoing reasons, Enterprises shall be entitled to receive, on the scheduled payment dates, any accrued but unpaid consulting fees through the date of such termination.
Sample 1
Termination of Consulting Engagement. Notwithstanding anything contained in this Consulting Agreement to the contrary, this Consulting Agreement shall terminate upon the occurrence of the earliest of the following events; 6.1. The Term will expire and the Consulting Agreement will terminate immediately upon the closing of a Transaction. Following the termination, Consultant's obligation to provide Services will end; however, in addition to any other payments due to Consultant, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a l0-month Term. 6.2. The Term will expire and the Consulting Agreement will terminate immediately following the relocation of operations to Texas (in the event that operations were relocated because no Transaction closed before the relocation). Following the relocation, Consultant's obligation to provide Services will end; however, in addition to any other payments due to Consultant, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a 10-month Term. 6.3. The Term will expire and the Consulting Agreement will terminate on June 30, 2005 if there is no Transaction pending on that date and the relocation has been completed or the failure to relocate was not caused by Consultant. For termination under this subsection, Consultant's obligation to provide services will end on June 30, 2005; however, in addition to any other payments due, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a 10-month Term. 6.4. This Consulting Agreement will terminate immediately upon the bankruptcy, receivership or dissolution of either Party or the cessation of business by Company. 6.5. The Term will expire and the Consulting Agreement will terminate upon Company terminating Consultant's engagement for "Cause." For this purpose, "Cause" will be determined by Company in good faith and means: (a) Consultant's commission or conviction of an act involving dishonesty, fraud, embezzlement, moral turpitude, securities laws violations, or theft or a felony of any type; (b) a material violation of any policy of the Company or SWBSI relating to ethical business conduct, fiduciary duties, conflicts of interest improper use or disclos...
Sample 1
Termination of Consulting Engagement. If a Change of Control occurs during Executive’s engagement as a consultant hereunder, such consulting engagement will then terminate automatically. Upon such termination, Executive will receive an immediate lump sum cash payment equal to the amount that would have been payable to him under Section 6.04(a)(i) of the CoC Agreement if: (i) he had been employed by the Company at the time of the Change of Control at a base salary equal to the amount set forth in paragraph 3(b) hereof, and (ii) his remaining period of employment had been determined under Section 2.01 of the CoC Agreement.
Sample 1
Termination of Consulting Engagement. (a) The engagement of the Consultant under this Agreement may be terminated in the event of any of the following events: (i) the death or disability of Consultant; for purposes hereof, disability shall exist if Consultant shall be rendered incapable of performing his duties hereunder by reason of any medically determined physical or mental impairment that can be expected to result in death or that can be expected to last for a period that exceeds one month; (ii) the Consultant's willful failure or refusal to perform the consulting services contemplated hereby (which shall be deemed to include, without limitation, disobeying directives of the Board of Directors of the Company), upon 5-days' notice from the Company; (iii) the Consultant's willful fraud or material dishonesty in connection with the performance of the Consultant's obligations thereunder, upon written notice from the Company; (iv) the Consultant's indictment or conviction for, or plea of guilty or nolo contendere to, a charge of commission of a felony or a misdemeanor ---- ---------- involving moral turpitude; or (v) any violation by the Consultant of the provisions of this Agreement or the Non-Competition Agreement, upon written notice from the Company. Any termination of the engagement of the Consultant other than as provided above shall be considered a breach of this Agreement by the terminating party. (b) Upon the termination of the Consultant's engagement hereunder for any of the reasons listed in clauses (i) through (v) above, the Consultant shall be entitled to receive, within 30 days of the date of such termination, payment of all accrued but unpaid consulting fees pursuant to Section 4 hereof through the effective date of such termination.
Sample 1
Termination of Consulting Engagement. Stockholder’s obligations under this Agreement shall not be eliminated or diminished by the termination of Stockholder’s consulting relationship with Parent, Merger Sub Two, the Company, or any of their subsidiaries, as the case may be, for any reason, or the cessation of his services as a member of Parent’s Board of Directors.
Sample 1
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Termination of Consulting Engagement 
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Related to Termination of Consulting Engagement

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Termination of Employment Relationship Your employment is terminable -------------------------------------- at will. That means that your employment relationship with Cardinal may be terminated by either party at any time, for any reason or no reason at all, subject to the notice provision addressed below. (a) Cardinal may terminate your employment for Cause effective immediately upon written notice. In the event that Cardinal terminates your employment for Cause, you will be entitled to earned and unpaid base salary and payment for any earned and unused vacation days through the last date of your employment.

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "cause" shall mean (i) any act by Consultant of fraud or dishonesty (whether or not against or involving the Contractor), (ii) Consultant's competing with the business of the Contractor either directly or indirectly, (iii) Consultant's breach of any material provision of this Agreement, (iv) Consultant's failure to devote his best efforts to his duties under this Agreement or to perform such duties diligently and efficiently and in accordance with the directions of the Contractor or to otherwise fulfill his obligations under this Agreement, (v) Consultant's failure to comply with the decisions or policies of the Contractor, (vi) any act of moral turpitude by Consultant or (vii) any other matter constituting "cause" under applicable law.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • TERMINATION OF EMPLOYMENT CONTRACT This employment contract may be terminated by: A. Mutual agreement of the parties. B. The Facilities Manager may terminate this employment contract upon sixty (60) days written notice to the Board or the Superintendent, as the case may be.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Term and Termination of Employment (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's material violation of the covenants set forth in Section 11 or 12, (ii) Employee's willful, intentional, or grossly negligent failure to perform his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the good faith decisions or policies of NOVA; or (iv) final conviction of Employee of a felony materially adversely affecting NOVA; provided, however, that in the event -------- ------- NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii) of this Section 7(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breach or deficiency (the "Cure Period"); provided, however, that -------- ------- with respect only to a breach that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breach or deficiency within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) additional days) to enable Employee to cure such breach or deficiency, provided, further, that -------- ------- Employee continues to diligently use his best efforts to cure such breach or deficiency. If Employee does not cure the perceived breach or deficiency within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (iv) of this Section 7(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

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