TERMINATION OR DISCHARGE WITHOUT CAUSE Sample Clauses

TERMINATION OR DISCHARGE WITHOUT CAUSE. (i) The Company reserves the right to discharge Executive at any time and for any reason; but, subject to the express terms of the other subsections of this Section 8 regarding discharge and termination of employment, upon a discharge or termination of Executive's employment by the Company without Cause, Executive shall be entitled to the following severance benefits, PROVIDED that Executive executes, delivers to the Company and does not rescind a waiver of claims substantially in the form attached as Exhibit A hereto (the "Release"): (1) No later than 10 days following the date of termination of Executive's employment, a Bonus for the year in which termination occurs (the "Terminating Year") equal to the Target Annual Bonus for such year, multiplied by a fraction, the numerator of which is the number of days Executive was employed during the Terminating Year and the denominator of which is 365 (the "Pro-Rata Target Bonus"). If a Target Annual Bonus has not been established for the Terminating Year, the "Target Annual Bonus" shall mean the prior year's Target Annual Bonus for purposes of this Section 8.
Sample 1
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TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynolds reserves the right to discharge Employee at any time and xxx xxx reason; but such discharge, unless a Discharge For Cause, shall not extinguish the obligation of Reynolds to provide Employee (and, in the event of his prior death, xxx xxsignated beneficiary or beneficiaries or his estate) with the following severance benefits: (i) If Reynolds does not renew this Agreement, Employee shall be entitled xx xxxxive for a period expiring one (1) year from May 1, 2004 (or any renewal termination date thereof if the renewal term then ending is also one (1) year) payments from Reynolds in an amount equal to his Annual Compensation Value, whicx xxxxx be reduced by seventy percent (70%) of the amount of compensation received by Employee from any subsequent employment obtained by him during said payment period. (ii) If such discharge occurs prior to May 1, 2004 (or thereafter if the renewal term then ending is greater than one (1) year), Employee shall be entitled to receive for a period expiring two (2) years from the date of discharge, payments from Reynolds in an amount equal to his Annual Compensation Value, whicx xxxxx be reduced by seventy percent (70%) of the amount of compensation received by Employee from any subsequent employment obtained by him during said payment period. (iii) Employee shall be entitled, during the period expiring on the earlier of Employee's securing other employment or two (2) years from the date of discharge (or such longer period as required by law), to continuing coverage under the then-existing Reynolds-sponsored medical benefits program, which, at the option xx Xxxxxlds, may be provided outside of such program through the purcxxxx xx insurance or otherwise. (iv) For purposes of determining Employee's benefits under the Supplemental Plan, Employee shall receive credit toward his Years of Service under the Supplemental Plan for the time period that he receives or is entitled to receive payments under subsections (i) or (ii) of this Section 7(a). In addition, during the time period that he receives or is entitled to receive payments under said subsections (i) or (ii) of this Section 7(a), Employee's Base Compensation shall be deemed to be increased by the annual economic range adjustment for Reynolds' salaried employees announced in October of each year (or, xx xxxre is no such announced economic range adjustment in a given year, by an assumed five (5%) increase for that year) in order to calculate his highest earnings during f...
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TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynxxxx xxxerves the right to discharge Holmxx xx any time and for any reason; but such discharge, unless a Discharge For
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TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynxxxx xxxerves the right to discharge Hedexx xx any time and for any reason and not to renew this Agreement; but such non-renewal or discharge, unless a Discharge For Cause, shall not extinguish the obligation of Reynxxxx xx provide
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TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynxxxx xxxerves the right to discharge Bausxxx xx any time and for any reason and not to renew this Agreement; but such non-renewal or discharge, unless a Discharge For Cause, shall not extinguish the obligation of Reynxxxx xx provide Bausxxx (xxd, in the event of his prior death, his designated beneficiary or beneficiaries or his estate) with the following severance benefits: ( i) If Reynxxxx xxxs not renew this Agreement, Bausxxx xxxll be entitled to receive for a period expiring one (1) year from May 31, 2000 (or any renewal thereof) payments from Reynxxxx xx an amount equal to his Annual Compensation Value, which shall be reduced by seventy percent (70%) of the amount of compensation received by Bausxxx xxxm any subsequent employment obtained by him during said payment period.
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TERMINATION OR DISCHARGE WITHOUT CAUSE. Reynxxxx xxxerves the right to discharge Nevix xx any time and for any reason; but such discharge, unless a Discharge For Cause, shall not extinguish the obligation of Reynxxxx xx provide Nevix (xxd, in the event of his prior death, his designated beneficiary or beneficiaries or his estate) with the following severance benefits: (i) If such discharge occurs prior to September 30, 2001, Nevix xxxll be entitled to receive for a period equal to the lesser of two (2) years from the date of discharge or the number of full months then remaining on the term of this Agreement, payments from Reynxxxx xx an amount equal to his Annual Compensation Value, which shall be reduced by seventy percent (70%) of the
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TERMINATION OR DISCHARGE WITHOUT CAUSE. The Company reserves the right to discharge Executive at any time and for any reason; but, subject to the express terms of the other subsections of this Section 8 regarding discharge and termination of employment, upon such discharge, Executive shall be entitled to the following severance benefits, provided that Executive executes, delivers to the Company and does not rescind a waiver of claims on a form provided by the Company that releases the Company, its employees, officers, directors and related entities from any and all claims arising out of or related to Executive's employment or termination of employment: A Bonus for the year in which termination occurs (the "Terminating Year") equal to the Bonus target for such year provided that the corporate and personal performance objectives are met (calculated and, if earned, payable within 30 days of the end of the Terminating Year) multiplied by a fraction, the numerator of which is the number of days Executive was employed during the Terminating Year and the denominator of which is 365. An amount equal to: (i) two (2) times the scheduled Base Salary in the year in which termination occurs plus (ii) two (2) times the sum of the annual Bonus for the prior three (3) years divided by three (3). Executive's benefits under the supplemental plan, calculated as though Executive had remained actively employed by the Company for an additional two (2) years. Continuation of medical and dental benefits to the extent that Executive is entitled to receive such benefits under the Company's retiree medical plan and subject to the terms and conditions of such plan. In the event of termination of employment under this Section 8(a), Executive shall be subject to and bound by all of the restrictive provisions of Section 7 above. Executive shall not be required to seek other employment or to take other actions to mitigate any damages suffered by the Company nor shall any compensation received by Executive from any other sources reduce any payments or benefits to which he is entitled under this Agreement.
Sample 1
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Related to TERMINATION OR DISCHARGE WITHOUT CAUSE

  • Discharge Without Cause The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Termination Without Cause; Resignation for Good Reason If during the term of this Agreement, either (A) the Executive's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the cost to the Company at the time of the termination, resignation or discontinuation of any such plans, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such termination or resignation of employment, the Executive's rights shall be governed by Section 5(c).

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

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