Termination Within One Year Sample Clauses

Termination Within One Year after a Change in Control that is either without Cause or for Good Reason. Upon seven (7) days prior written notice to the Executive, AAI and the Corporation may terminate the Executive’s employment hereunder within one year following the date of a Change in Control without Cause, and upon thirty (30) days notice to AAI and the Corporation, the Executive may terminate her employment hereunder within one year following the date of a Change in Control for Good Reason. If AAI and the Corporation terminate the Executive’s employment hereunder within one year following the date of a Change in Control without Cause, other than due to death or Disability, or if the Executive terminates her employment hereunder within one year following the date of a Change in Control for Good Reason, the Executive shall be entitled to receive from AAI and the Corporation without duplication the following: (a) a lump sum payment equal in amount to 100% of the Executive’s Base Salary (as provided for by Section 5.1 of this Agreement); (b) a lump sum payment of any accrued but unpaid Base Salary through the Date of Termination and any annual bonus and LTIP Award awarded but not yet paid as of the Date of Termination; (c) a lump sum payment of accrued but unused vacation through the Date of Termination; (d) reimbursement of all expenses incurred, but not yet paid prior to such termination of employment; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Corporation and AAI, except any other severance benefit of AAI or the Corporation. Notwithstanding the foregoing, the Executive shall be entitled to receive the Change in Control payments as provided in Section 6.3 (a), (b), (c), (d) and (e) if the Executive’s employment with the Corporation and AAI is terminated for any reason during the Term of Employment, but prior to the date on which a Change in Control occurs, if the Executive can reasonably demonstrate that such termination (i) was at the request or suggestion of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control. In the case of termination by Executive for Good Reason pursuant to this Section 6.3, AAI and the Corporation shall be given written notice that the Executive intends to terminate her employment hereunder for Good Reason following a Change in Control. Such ...
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Termination Within One Year. Employees reinstated after military leave without pay shall not be terminated from their position within one year of reinstatement without just cause. Time spent on military leave without pay shall not be counted toward determination of retirement benefits if a reinstated employee voluntarily leaves or is terminated for cause from the service within one (1) year from date of reinstatement.
Sample 1
Termination Within One Year. In the event of the termination of Optionee's Service by the Company without Cause within the first year of Optionee's Service to the Company, all Unvested Shares that would have become Vested Shares on the Initial Vesting Date shall immediately become Vested Shares.
Sample 1
Termination Within One Year. Optionee agrees to pay to the Company an --------------------------- amount in cash equal to the gain realized by Optionee, before payment of taxes ("Recoverable Gain"), upon an exercise of this Option if Optionee terminates employment with Company or its Affiliates within one year after such exercise of this Option for reasons other than events described in paragraphs 2a, 2b, 2c, or 2d hereof or Special Separation. Such payment shall be made within 10 days of Optionee's date of termination. Optionee hereby grants the Company the right, exercisable at its discretion and to the extent permitted by law, to withhold from any and all amounts payable to Optionee by the Company an amount equal to the Recoverable Gain, in full or partial satisfaction of Optionee's obligation to the Company pursuant to this paragraph 5. Optionee agrees to execute, at the time of each exercise of this Option, an acknowledgment of the terms and conditions of this paragraph 5. Optionee acknowledges and agrees that the Company's grant of this Option, and Optionee's acceptance thereof subject to the terms herein set forth, do not constitute a contract of employment between the parties and do not limit any rights the Company otherwise has to terminate Optionee's employment at any time. The provisions of this paragraph 5 regarding repayment of Recoverable Gain shall be void after a Change of Control.
Sample 1
Termination Within One Year. If, within one year of the effective date of this Agreement (the “Initial Year”), (i) Company terminates this Agreement; (ii) Company in-sources the services provided by the Transfer Agent hereunder or converts the provision of such services to a successor service provider; or (iii) the Company is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the Company shall pay the Transfer Agent out of the assets of the applicable Fund or Funds an amount calculated as if the services had been performed by the Transfer Agent until the expiration of the Initial Year, with the calculation based on the fee schedule as of the date notice of termination was given to the Transfer Agent, and the payment of all fees to the Transfer Agent as set forth herein shall be accelerated to the business day immediately prior to the conversion or termination of services (the “Early Termination Fee”); provided, however, the Company shall not be obligated to pay the Early Termination Fee in the event that the Company terminates this Agreement (i) for cause, pursuant to Section 12.7, or (ii) due to the Transfer Agent’s bankruptcy, pursuant to Section 12.6.
Sample 1

Related to Termination Within One Year

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination with Good Reason Executive may terminate this Agreement for Good Reason, and thereby resign his employment, after providing thirty (30) days’ written notice to the Company of the act(s) or omission(s) constituting Good Reason (which notice must be given within ninety (90) days after the occurrence of such act(s) or omission(s) and describe the act(s) or omission(s) in reasonable detail) if such act(s) or omission(s) is/are not cured by the Company within thirty (30) days after Executive provides such written notice. For purposes hereof, “Good Reason” means any of the following reasons that occurs without Executive’s written consent:

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • 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 in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • Termination With Cause The Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of a Primary Servicer Termination Event. Any notice of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

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