Termination Other than for Cause or Voluntary Termination Sample Clauses

Termination Other than for Cause or Voluntary Termination. If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's death or permanent disability (as determined by the Board in its good faith judgment) or Executive's termination by the Company or any of its subsidiaries without Cause, then on or after the Termination Date, the Company may elect to purchase all or any portion of (1) the Vested Units at a price per Unit equal to the Fair Market Value thereof (x) as determined on the Termination Date, if the Repurchase Notice (as defined in paragraph (d) below) has been delivered within three months after the Termination Date, or (y) as determined as of a date determined by the Board within thirty (30) days prior to the delivery of the Repurchase Notice, if the Repurchase Notice is delivered after the third month following the Termination Date and (2) the Unvested Units at a price per unit equal to the lower of their Original Value or the Fair Market Value thereof determined as described in clause (1) above.
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Termination Other than for Cause or Voluntary Termination. If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's death or permanent disability (as determined by the Board in its good faith judgment) or Executive's termination by the Company or any of its subsidiaries without Cause, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the Fair Market Value thereof (x) as determined on the Termination Date, if the Repurchase Notice (as defined in paragraph (d) below) has been delivered within three months after the Termination Date, or (y) as determined as of a date determined by the Board within thirty (30) days prior to the delivery of the Repurchase Notice, if the Repurchase Notice is delivered after the third month following the Termination Date.
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Termination Other than for Cause or Voluntary Termination. If the Employee's employment is terminated before the end of the Contract Term other than (i) in a Voluntary Termination by the Employee, (ii) for Cause by the Company, any parent or subsidiary of the Company or any successor to the Company or any parent or subsidiary of the Company, (iii) by reason of death, or (iv) by reason of disability, as defined in the Company's disability insurance policy, the Agreement shall terminate without further obligations to the Employee, except that (A) the Employee shall be entitled to the health and medical benefits referenced in Section 5.4 for the six month period following such termination, (B) the Company shall pay the Employee any Accrued Obligations, (C) the Employee shall become fully vested in his Company stock options granted under this Agreement or otherwise, and (D) the Company shall pay to the Employee the annual salary in effect as of such termination in accordance with normal payroll practices of the Company for six months; provided, however, that if such termination of the Employee occurs on or after a sale of all of the stock of the Company or a sale of all or substantially all of the Company's assets, the Employee shall receive on the date of such termination a lump sum payment equal to two times the Employee's annual salary in effect as of such termination instead of the six months of salary referenced in subparagraph (D) of this Section.
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Termination Other than for Cause or Voluntary Termination. The Restricted Stock Unites shall become fully vested and non-forfeitable upon the termination of the Participant’s directorship with the Company prior to the applicable Vesting Date if the Participant’s directorship with the Company is terminated for any reason other than (i) for Cause or (ii) the Participant’s Voluntary Resignation. For purposes of this Agreement, “Cause” shall mean (i) the continuing failure by the Participant to substantially perform his or her director duties for any reason other than total or partial incapacity due to physical or mental illness, (ii) gross negligence or gross malfeasance on the Participant’s part in the performance of his or her duties as a director that demonstrably cause harm to the Company, (iii) the Participant’s conviction by a court of competent jurisdiction of a felony or other crime involving moral turpitude, (iv) the Participant’s failure to attend at least 50% of the meetings of the Board, and any committee of the Board of which the Participant is a member, in each instance, during any fiscal year of the Company; or (v) the Participant’s removal from the Board in accordance with Article II(E) of the Company’s by-laws. For purposes of this Agreement, “Voluntary Resignation” shall mean the Participant’s resignation from the Board (other than by means of Retirement (as defined below)) or the Board’s failure to include the Participant in the Board’s slate of directors for reelection at the annual meeting at which the Participant’s class of directors is up for reelection. For the avoidance of doubt, in the event that a Participant is included in the slate of directors recommended by the Board for reelection to the Board, but the Company’s stockholders fail to reelect the Participant as a director at the Company’s annual meeting of stockholders, such event shall not be deemed a Voluntary Termination.
Sample 1
Termination Other than for Cause or Voluntary Termination. If the Employee's employment is terminated before the end of the Contract Term other than (i) in a Voluntary Termination by the Employee, (ii) for Cause by the Company, any parent or subsidiary of the Company or any successor to the Company or any parent or subsidiary of the Company, (iii) by reason of death, or (iv) by reason of disability, as defined in the Company's disability insurance policy, the Agreement shall terminate without further obligations to the Employee, except that (A) the Employee shall be entitled to the health and medical benefits referenced in Section 5.4 for the twelve month period following such termination, (B) the Company shall pay the Employee any Accrued Obligations, (C) the Employee shall become fully vested in his Company stock options granted under this Agreement or otherwise, and (D) the Company shall pay to the Employee the annual salary in effect as of such termination in accordance with normal payroll practices of the Company for twelve months; provided, however, that if such termination of the Employee occurs on or after a sale of all of the stock of the Company; a sale of all or substantially all of the Company's assets or a liquidation or planned liquidation of the Company, the Employee shall receive on the date of such termination or event a lump sum payment equal to two times the Employee's annual salary in effect instead of the twelve months of salary referenced in subparagraph (D) of this Section. (If the Company plans to liquidate or liquidates during the term of the Agreement, the Employee shall receive on the date of such event a lump sum payment equal to two times the Employee's annual salary in effect at the time of the event, in return, the Employee agrees to remain employed by the Company up to twelve months or until the transaction is completed)
Sample 1

Related to Termination Other than for Cause or Voluntary Termination

  • Termination for Cause or Voluntary Termination If the Executive’s employment terminates pursuant to Section 6(c) [For Cause] or Section 6

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • 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.

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Termination for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • 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.

  • 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 Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Good Reason; Other Than for Cause or Disability If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts (such aggregate being hereinafter referred to as the "Special Termination Amount"): A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (including, without limitation, compensation, bonus, incentive compensation or awards deferred under the FPL Group, Inc. Deferred Compensation Plan or incentive compensation or awards deferred under the FPL Group, Inc. Long-Term Incentive Plan of 1985, the FPL Group, Inc. Long Term Incentive Plan of 1994, or pursuant to an individual deferral agreement) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) being herein called the "Accrued Obligations"); and B. the amount equal to the product of (1) the greater of two or the number of years (with any partial year expressed as a fraction) remaining in the Employment Period and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and C. the maximum amount payable under all performance share grants and all other long term incentive compensation grants to the Executive, calculated as though the Executive had remained employed by the Company for the remainder of the Employment Period and on the basis of actual achievement of performance measures through the end of the fiscal year preceding the fiscal year in which the Date of Termination occurs and thereafter assuming 100% achievement of all performance measures through the end of the Employment Period; and D. a separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the FPL Group Employee Pension Plan (or any successor plan thereto) (the "Retirement Plan") during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and all supplemental and/or excess retirement plans providing benefits for the Executive (the "SERP") (including, but not limited to the Supplemental Pension Benefit (as defined in the FPL Group, Inc. Supplemental Executive Retirement Plan)) which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, or, if more favorable to the Executive, as in effect generally at any time thereafter during the Employment Period with respect to other peer executives of the Company and its affiliated companies, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; and E. a separate lump-sum supplemental retirement benefit equal to the difference between (1) the value of the Company Account (as defined in the FPL Group Employee Thrift Plan or any successor plan thereto) (the "Thrift Plan") and any other matching contribution accounts (including, but not limited to the Supplemental Matching Contribution Account (as defined in the FPL Group, Inc. Supplemental Executive Retirement Plan)) under a SERP which the Executive would receive if (i) the Executive s employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for the remainder of the Employment Period, (ii) the Executive made pre- and after-tax contributions at the highest permissible rate (disregarding any limitations imposed by the Internal Revenue Code, which may or may not be set forth in the Thrift Plan) for each year remaining in the Employment Period, (iii) the Company Account and the matching contribution accounts are fully vested, and (iv) the matching contribution formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time during the remainder of the Employment Period with respect to other peer executives of the Company and its affiliated companies, and (2) the actual value of the Executive s Company Account and matching contribution accounts (paid or payable), if any, under the Thrift Plan and the SERP; and (ii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Sections 5(e) and 5(g) of this Agreement if the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore 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 pursuant to this Agreement or otherwise under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), but excluding solely for purposes of this Section 7(a)(iii) amounts waived by the Executive pursuant to Section 7(a)(i)(B).

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