Termination of Employment during Transition Period Sample Clauses

Termination of Employment during Transition Period. The Company agrees that it will not terminate your employment during the Transition Period except for Cause. For purposes of this Agreement, “Cause” shall mean: (i) any act by you of gross negligence, willful misconduct or material dishonesty in the course of your employment hereunder that materially and adversely affects the business or affairs of the Company or any of its affiliates; (ii) your misappropriation (or attempted misappropriation) of any assets of the Company or any of its affiliates; (iii) your commission or attempted commission of any act of fraud or embezzlement; (iv) violation of any law or regulation which adversely and materially affects your ability to discharge your duties or has a direct, substantial and adverse effect on the Company; (v) your breach of this Agreement, including any covenant or representation contained herein; (vi) any other misconduct by you that adversely affects the business or affairs of the Company or any of its affiliates. In the event that you are terminated for Cause, such date of termination shall be the effective Separation Date, and you will not be entitled to any Separation Benefits (as defined in Paragraph 3 below) and will receive no further compensation, other than the Accrued Obligations (as defined in Section 2 below). In the event that your employment is terminated for “Cause” pursuant to this paragraph during the Transition period, then this Agreement shall become null and void and neither party shall have any continuing obligations toward the other pursuant to this Agreement. In addition, in the event of your death prior to the Separation Date, your heirs, executors, personal representatives or administrators, or any person shall not be entitled to receive any Separation Benefits provided hereunder, unless such Separation Benefits have already been earned and vested and for which all conditions precedent, including without limitation the execution and non-revocation of the Supplemental Release, have been satisfied at the time of death.

Termination of Employment during Transition Period. If Executive resigns during the Transition Period, and if he signs the Separation Date Release set forth as Attachment B hereto (and allows this Release to become effective), then he shall be entitled to receive the severance benefits set forth in Section 2, provided, however, that in such instance: (i) the Separation Date (as hereinafter defined) shall be deemed to be the date of resignation (the "Revised Resignation Date"); (ii) the Transition Period shall be deemed to end on the Revised Resignation Date; and (iii) the Severance Period (as defined in Section 2 (a) ) shall be deemed to be the 24 - month period from the Revised Resignation Date through the second anniversary of the Revised Resignation Date. In the event Executive should become permanently disabled (as defined in paragraph 8 of the Original Employment Agreement) during the Transition Period, he shall continue to receive his base salary (less any salary replacement amounts paid under GCOR's primary group long-term disability insurance) and the benefits set forth in Section 1(b) until the end of the Transition Period and thereafter the Severance Benefits set forth in Section 2 of this Agreement pursuant to the terms specified in Section 2. Notwithstanding any such disability, Executive and GCOR agree that Executive's final date of employment shall be December 31, 2004 (the "Separation Date"). During the Transition Period, GCOR may only terminate Executive's employment for `cause' as that term is defined in paragraph 7 of the Original Employment Agreement, in which event Executive shall not be entitled to any of the severance benefits set forth in paragraph 8 of the Original Employment Agreement or any of the Severance Benefits set forth in Section 2 of this Agreement.

Termination of Employment during Transition Period. Notwithstanding anything in this Agreement to the contrary, in the event that Employee’s employment with the Company is terminated by the Company involuntarily without Cause (as defined in Section 3 below), during the period that begins on the date of the start of a new CFO and ends on the one year anniversary of that date, in lieu of any other payments or benefits to which Employee may be entitled, the Company shall, upon the occurrence of such termination:

Termination of Employment during Transition Period. From April 16, 2013 through and including June 4, 2013, Employee’s employment with the Company may only be terminated for “Cause,” meaning the Employee’s fraud, dishonesty or willful misconduct in his performance of his duties hereunder, or the Employee’s conviction for a crime of moral turpitude, or a material breach by Employee of this Agreement. From June 4, 2013, through and including November 30, 2013, the Company may terminate Employee’s employment in its sole discretion at any time, for any reason or no reason, and Employee’s employment with the Company during this period will be considered “at will.” The Termination Date for purposes of calculation of the start date of the severance payments set forth in Paragraph 5 of this Agreement shall be the date (not earlier than June 4, 2013 or later than November 30, 2013) as of which the Company gives Employee notice that the termination of his employment will be effective and as of which the Employee has a termination of employment that constitute a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. To the extent practicable, the Company will provide Employee two weeks’ prior notice before the Termination Date.

Termination of Employment during Transition Period. The Company may terminate Executive’s employment at any time before and during the Transition Period upon notice to Executive. If the Company terminates Executive’s employment for Cause during the Transition Period (as defined herein) or if Executive voluntarily resigns during the Transition Period, Executive will not be eligible to receive the Separation Benefits described in Paragraph 3 hereof or any continuing salary or benefits following the date of such termination. For purposes of this Transition Agreement, “Cause,” as determined by the Board of Directors of the Company in its reasonable judgment, means the occurrence of any of the following on Executive’s part during the Transition Period: (i) fraud related to Executive’s employment, theft, embezzlement, or conviction of or plea to a felony; (ii) material breach of any of Executive’s fiduciary duties as an employee of the Company; (iii) failure to diligently and competently perform any of the Company’s reasonable transition requests or failure to immediately return any Company property or confidential information in Executive’s possession upon the Company’s request; (iv) Executive’s violation of the material written rules, regulations, procedures, or policies relating to the conduct of employees of the Company; or (v) breach of any of the provisions set forth in Executive’s Employment Agreement. With respect to Causes described in this Paragraph as (ii)-(v) inclusive, Company shall provide written notice of any issue that it believes qualifies as Cause and provide Executive an opportunity to cure said Cause within ten (10) business days. If Executive cures the alleged Cause, it shall no longer be the basis for termination for Cause as defined herein. If the Company terminates Executive’s employment without Cause, as defined above, the Company will pay Executive for the remainder of the Transition Period as though Executive remained employed, and the Separation Benefits described in Section 3 (provided that Executive signs and does not revoke the Supplemental Release).