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 Units 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(f) [Voluntary Termination], the Executive shall be entitled to receive only the salary, annual bonuses, expense reimbursements, benefits and accrued vacation days earned by the Executive pursuant to Section 4 through the date of the Executive’s termination of employment. Annual bonuses are not earned until the date any such bonus is paid in accordance with the terms of the applicable bonus plan. As such, the Executive shall not be entitled to any bonus not paid prior to the date of the Executive’s termination of employment, and the Executive shall not be entitled to any prorated bonus payment for the year in which the Executive’s employment terminates. Any stock options granted to the Executive by the Company shall continue to vest only through the date on which the Executive’s employment terminates, and unless otherwise provided by their terms, any restricted stock, performance share awards or other equity awards that were granted to the Executive by the Company that remain unvested as of the date on which the Executive’s employment terminates shall automatically be forfeited and the Executive shall have no further rights with respect to such awards. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(b) except as set forth in Section 12.

  • Involuntary Termination Other Than for Cause If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

  • Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • 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 Voluntary Resignation In the event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii) by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as defined herein), subject to applicable law, the Company agrees to the following:

  • 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.

  • Involuntary Termination Without Cause and Voluntary Termination with Good Reason With written notice to the Executive at least thirty (30) days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the notice period. With advance written notice to the Bank as provided in clause (y), the Executive may terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) of this Section 3.4 are satisfied:

  • Cause; Voluntary Termination If the Executive’s employment terminates for Cause, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Accrued Obligations. If the Executive’s employment terminates due to the Executive’s voluntarily termination this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Accrued Obligations.

  • Cause or Voluntary Termination without Good Reason If Executive’s employment shall be terminated for Cause during the Employment Period, or if Executive voluntarily terminates employment during the Employment Period without Good Reason, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 6(a)(i)) and the timely payment or provision of Other Benefits.

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