Termination of Employment and Membership Status Sample Clauses

Termination of Employment and Membership Status. (a) In the event of termination of a Profit Member's employment and membership relationship with the Company (i) by the Profit Member voluntarily, or (ii) by the Managing Member with the concurrence of a Majority in Interest of the Profit Members but otherwise in its sole discretion for any reason or for no reason except for Cause as hereinafter defined, or (iii) by the death of the Profit Member, or (iv) by the Managing Member on account of the continuous disability of the Profit Member for a period of more than three (3) months (provided that the Managing Member determines in its sole discretion that such Profit Member cannot continue to fulfill his or her executive responsibilities to the Company on account of such disability and gives such Profit Member at least thirty (30) days notice of such determination), then in each such case such Profit Member's employment relationship with the Company and status as a Profit Member shall terminate forthwith and said Profit Member shall become a Former Profit Member and shall retain his or her Vested Units for purposes of determining his or her Vested Carried Interest at any time and from time to time with respect to the Profit Members Carried Interest Allocation, but said Former Profit Member shall forfeit all of his or her Units to the extent not vested at the time of termination. In the event of termination of the Profit Member's employment relationship and membership relationship with the Company by the Managing Member in its sole discretion for Cause as hereinafter defined, then such Profit Member's employment relationship with the Company and status as a Profit Member shall terminate forthwith and said Profit Member shall not become a Former Profit Member but rather shall forfeit all of his or her Units both vested and unvested and shall forfeit in its entirety such Profit Member's Vested Carried Interest and any and all other interests he or she may have in the Company or in any Capital Account held for the benefit of such Profit Member pursuant hereto except that said Profit Member shall retain that portion of his or her Capital Account, if any, which is at that time held with respect to Vested Units and shall also retain the right to participate to the extent of his or her Vested Units at the time of his or her termination in the Profit Members Carried Interest Allocation but only to the extent of any Net Realized Capital Gains with respect to Portfolio Company Securities owned by the Company at the time...
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Related to Termination of Employment and Membership Status

  • Termination of Employment and Options Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

  • Termination of Employment Relationship 3.1 The Executive’s employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate:

  • Termination of Employment With Cause If the Participant is terminated for Cause, the Performance Share Unit Award will be forfeited. For this purpose, “Cause” is defined in the employment agreement in effect between the Participant and the Company or any subsidiary, including any employment agreement entered into after the Award Date. In the absence of an employment agreement, “Cause” means any breach by the Participant of any of his or her material obligations under any Company policy or procedure, including, without limitation, the Code of Conduct.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Term; Termination of Employment The term of this Agreement (the “Term”) begins on the Effective Date and will end, along with Executive’s employment with the Company, on the earliest to occur of the following events.

  • Termination of Employment Generally In the event the Executive’s employment with the Company terminates, for any reason whatsoever including death or disability the Executive shall be entitled to the benefits described in this Section 2.2.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

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