Termination of Employment by the Company Without Cause or by the Executive With Good Reason Sample Clauses

Termination of Employment by the Company Without Cause or by the Executive With Good Reason. Upon a termination of the Executive’s employment by the Company without Cause or by the Executive with Good Reason, other than under the circumstances described in Section 11(d), the Executive shall be entitled to the following amounts, payable on the business day coinciding with or next following the thirtieth (30th) calendar day following such termination, subject to the provisions of Section 23 below and excluding the payments under clause (v) below (which will be paid as premiums are due): (i) Base Salary earned but not paid prior to the Date of Termination and any accrued prior year bonus not paid prior to such date; (ii) any amounts earned, accrued or owing to the Executive but not yet paid under Sections 7, 8, 9 or 10 above prior to the Date of Termination; (iii) such other or additional benefits, if any, as may be provided under applicable plans, programs and/or arrangements of the Company; (iv) one (1) times the Base Salary in effect on the Date of Termination; and (v) payment by the Company of the premiums for the Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the twelve (12) month period immediately following the Date of Termination, assuming such individuals elect and remain eligible for such coverage; provided that the Executive must execute and not revoke a severance agreement and release of claims drafted by and reasonably satisfactory to the Company (the “Severance Agreement”) to be eligible for the payments in Sections 11(c)(iv) and (v) herein, which will contain a full release of the Company (other than for exceptions specified therein). The Company must provide written notice to the Executive in accordance with Section 21 below upon a termination of the Executive’s employment without Cause.
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Termination of Employment by the Company Without Cause or by the Executive With Good Reason. If the Company terminates the Executive’s employment without Cause (and other than due to the Executive’s death or Disability) or the Executive terminates the Executive’s employment with Good Reason, in each case on or prior to the final Vesting Date (each, a “Qualifying Termination”), provided the Executive timely executes a general release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”) and the Release becomes irrevocable, any portion of the Retention Bonus that has not yet vested pursuant to Section 1.b. of this Agreement as of the Qualifying Termination will: (i) vest one hundred percent (100%) as of the date on which the Release becomes effective; and (ii) be paid to the Executive at the same time or times as the Retention Bonus would have been paid to the Executive pursuant to Section 1.b. of this Agreement if the Executive had remained actively employed with the Company through each applicable payment date. For the avoidance of doubt, if the Executive fails to timely execute the Release, or if the Executive revokes the Release before it becomes effective, the Executive will automatically forfeit the portion of the Retention Bonus that has not yet vested pursuant to Section 1.b. of this Agreement as of the Qualifying Termination without consideration and without any further action by the Company.
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Termination of Employment by the Company Without Cause or by the Executive With Good Reason. If the Company terminates the Executive’s employment without Cause (and other than due to the Executive’s death or Disability) or the Executive terminates the Executive’s employment with Good Reason, in each case on or prior to the Vesting Date (each, a “Qualifying Termination”), provided the Executive timely executes a general release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”) and the Release becomes irrevocable, the Retention Bonus will: (i) vest one hundred percent (100%) as of the date on which the Release becomes effective; and (ii) be paid to the Executive in a cash lump-sum at the same time as the Retention Bonus would have been paid to the Executive pursuant to Section 1.b. of this Agreement if the Executive had remained actively employed with the Company through the payment date. For the avoidance of doubt, if the Executive fails to timely execute the Release, or if the Executive revokes the Release before it becomes effective, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company.
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Termination of Employment by the Company Without Cause or by the Executive With Good Reason. If the Executive’s Employment Period is terminated by the Company without Cause or by the Executive for Good Reason, and such termination is not a Termination of Employment in connection with a Change in Control, in addition to the Accrued Rights, subject to the Executive’s compliance with Section 7(d), the Company will pay the Executive: (i) continued payment of the Executive’s Base Salary for a period of twenty-four (24) (the “Severance Period”); and (ii) a pro rata portion of the actual Annual Bonus paid for the year of termination to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into the Release in the time and manner required in Section 7(d) of this Agreement; 1 Capitalized terms used in this Agreement and not otherwise defined in the Agreement, are defined in Section 21. (iii) if the Executive qualifies for and timely elects continuation coverage under the Company’s group medical plan and/or group dental plan pursuant to Section 4980B of the Code (“COBRA”), the Company will provide the Executive enhanced continuation coverage during the Severance Period by payment of the amount paid by a full-time active Company employee each month for the same level of coverage elected by the Executive (“Continuation Payments”). If such Continuation Payments would result in penalties under COBRA, then the Company may in its sole discretion provide that the Executive may pay the full cost of the COBRA continuation coverage (determined in accordance with the methodology under COBRA) for such month and within thirty (30) days of the Executive’s proof of such premium payment, the Company will reimburse the Executive (less tax withholding in an amount reasonably determined by the Company to be required by law) an amount equal to the sum of: (A) the excess of (x) the full premium cost of the continuation coverage for such month over (y) any premium amount that would have been payable by the Executive if the Executive had been actively employed by the Company for such month and (B) an additional tax “gross up” payment to cover all estimated applicable local, state and federal income and payroll taxes imposed on the Executive with respect to the reimbursement of a portion of the premium for continuation coverage. Notwithstanding the foregoing, if the Company’s payments under this Section 7(b)(iii)...
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Termination of Employment by the Company Without Cause or by the Executive With Good Reason. If the Executive’s Employment Period is terminated by the Company without Cause or by the Executive for Good Reason, and such termination is not a Termination of Employment in connection with a Change in Control, in addition to the Accrued Rights, subject to the Executive’s compliance with Section 7(d), the Company will pay the Executive: (i) continued payment of the Executive’s Base Salary for a period of twenty-four (24) months (the “Severance Period”); and (ii) a pro rata portion of the actual Annual Bonus paid for the year of termination to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into the Release in the time and manner required in Section 7(d) of this Agreement;
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Related to Termination of Employment by the Company Without Cause or by the Executive With Good Reason

  • 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 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 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 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 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).

  • Termination of Employment by the Company for Cause (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

  • 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 of Employment by the Company During the Term, the Company may terminate the Executive's employment at any time with or without Cause (as defined below) pursuant to the Notice of Termination provision below.

  • Voluntary Termination by the Executive The Executive may voluntarily terminate his employment with the Company at any time prior to the expiration of the term of this Agreement. Such termination shall constitute a voluntary termination and, in such event, the Executive shall be limited to the same rights and benefits as applicable to the termination for Cause, as described in Section 10(c) above.

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