Termination Without Cause and Resignation for Good Reason. In the event of Termination Without Cause or Resignation For Good Reason pursuant to Sections 4(a)(iv) and 4(a)(vi) of this Agreement, Executive shall be entitled to receive in cash, subject to Section 4(c)(ii) of this Agreement:
Termination Without Cause and Resignation for Good Reason. In the event Participant is terminated from the employ of the Company without Cause (“Termination Without Cause) or resigns from the employ of the Company for Good Reason (“Resignation for Good Reason”), all shares of Restricted Stock that are not then Vested shall become Vested as of the date of Participant’s termination from the employ of the Company on account of Termination Without Cause or Resignation for Good Reason, as applicable. For purposes of this Agreement, the term “Cause” shall mean (i) an action or omission of the Participant which constitutes a willful and material breach of, or failure or refusal (other than by reason of his disability) to perform his duties under, an employment or other agreement which is not cured within fifteen (15) days after receipt by the Participant of written notice of same, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with Participant’s services under an employment or any other agreement, (iii) conviction of a felony or any other crime which involves dishonesty or a breach of trust, or (iv) gross negligence in connection with the performance of the Participant’s duties under an employment or other agreement, which is not cured within fifteen (15) days after written receipt by the Participant of written notice of same. For purposes of this Agreement, the term “Good Reason” shall mean (i) the assignment to the Participant of any duties or responsibilities inconsistent in any respect with the Participant’s position or a similar position in the Company or one of its subsidiaries, as contemplated by an employment or other agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Participant; (ii) any failure by the Company to comply with any of the provisions regarding compensation or benefit programs under an employment or other agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant; (iii) the Company’s requiring the Participant to be based at any office or location outside of the area for which Participant was originally hired to...
Termination Without Cause and Resignation for Good Reason. In the event of Termination Without Cause or Resignation For Good Reason pursuant to Section 4(a)(iv) or 4(a)(vi) of this Agreement, subject to Section 4(c)(ii) of this Agreement:
Termination Without Cause and Resignation for Good Reason. The Company shall have the right to terminate this Agreement and the employment of Executive with the Company for any reason or no reason and without cause upon written notice to Executive of such termination, and the Executive shall have the right to resign for Good Reason (as hereinafter defined); provided that, except as otherwise provided in paragraph (c) below, (i) the Company shall continue to pay to the Executive the Salary then in effect, together with any Bonus which may have accrued or which otherwise would have been granted by the Board had the Executive not been terminated or resigned for two years following the Termination Date, in accordance with the customary payroll practices of the Company for its senior management personnel (except in the event the Executive resigns for Good Reason as defined in paragraph (e)(ii)(d) below, in which case the amount otherwise payable under this clause (i) will be reduced by 50%), (ii) the Company shall continue any benefits in which the Executive then participates on the same basis of participation and subject to all terms and conditions of such plans as applied prior to such termination or resignation, and (iii) all non-vested options to purchase shares of Common Stock granted under the 1998 Plan shall vest on the Termination Date and the Executive shall be entitled to all rights with respect to such options or Common Stock purchased under the 1998 Plan for a period of two years following the Termination Date. All restrictions on Restricted Stock purchased by the Executive shall, subject to applicable securities laws, rules and regulations, lapse on the Termination Date.
Termination Without Cause and Resignation for Good Reason. In the event that the employment of the Executive is terminated by Asterias without “Cause” as defined in this Agreement or resigns for "Good Reason," otherwise than within twelve (12) months following a “change in control” as defined in this Agreement, Executive shall receive payment for all accrued but unpaid salary, accrued but unpaid bonus, if any, and vacation accrued as of the date of termination of Executive’s employment, and as severance compensation (A) three months of base salary if Executive’s employment is terminated within the first 12 months of employment, or (B) six months of base salary if Executive’s employment is terminated after 12 months of employment, and (C) accelerated vesting of fifty percent (50%) of the then unvested stock options granted to Executive if Executive has been employed by Asterias for at least 12 months. The severance compensation described in clauses (A) and (B) of this paragraph may be paid in a lump sum or, at the election of Asterias, in installments consistent with the payment of Executive's salary while employed by Asterias, subject to such payroll deductions and withholdings as are required by law. This paragraph shall not apply to (x) termination of Executive’s employment by a Related Company if Executive remains employed by Asterias, or (y) termination of Executive’s employment by Asterias if Executive remains employed by a Related Company.
Termination Without Cause and Resignation for Good Reason. (a) The Company may terminate Executives employment at any time without Cause on thirty (30) days prior written notice. In addition, Executive shall have the right to resign at any time with Good Reason (as defined below), on thirty (30) days written notice to the Company. As used in this Agreement, Executive shall be deemed to have resigned for “Good Reason” if he resigns within twenty four (24) months following: (i) a requirement by the Company that Executive relocate to an office that is located more than thirty (30) miles from the Company’s current office, (ii) a sale of all or substantially all of the Company’s outstanding stock (whether by means of a stock sale, merger, consolidation or otherwise, it; as a result of such transaction, the shareholders of the Company prior to such transaction do not own more than 50% of the surviving company in such transaction), (iii) a sale of all or substantially all of the Company’s assets, or (iv) a change of control of the Company.
Termination Without Cause and Resignation for Good Reason. If, following the eighteen-month anniversary of your employment by the Company, your employment by the Company ends through (a) termination by the Company without “Cause” as defined below; or resignation by you for “Good Reason,” as defined below, and (b) the Company does not consent at your written request to waive any of the post-employment restrictions contained in Section 2(a) above, and (c) you execute and deliver to Company an irrevocable Separation Agreement and Release, substantially in the form attached hereto as Exhibit A, within 60 days after your termination or resignation of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended and any regulations thereunder (the “Code”) that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period), in a form acceptable to the Company, the Company will (i) pay you a lump sum amount equal to the product of (x) the annual bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the date of your termination of employment had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the date of your termination through the date of such termination and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company, but in no event later than the 15th day of the third month following the end of the year with respect to which such bonus was earned; provided however, that no such lump sum bonus herein shall be payable to you if your termination under this section occurs prior to your second anniversary of employment, because you will already be entitled to payment of the full bonus per the terms of your February 9, 2018 offer letter; (ii) continue to pay your then-current base salary, less all applicable deductions, according to the company’s normal payroll practices for twelve (12) months immediately following your last date of employment (“Termination Date”) (collectively, the “Salary Continuation Payments”), in addition to any salary payment(s) otherwise owed per the terms of your February 9, 2018 offer letter; and (iii) reimburse you for out-of-pocket COBRA payments paid by you to continue group health benefits for you and your spouse and depend...
Termination Without Cause and Resignation for Good Reason. The Company may terminate the Executive’s employment under this Agreement at any time without Cause (as defined below) upon not less than thirty (30) days’ prior written notice to the Executive. In addition, the Executive may terminate the Executive’s employment by voluntarily resigning for Good Reason (as defined below). The Executive shall give the Company not less than thirty (30) days’ prior written notice of a resignation for Good Reason. In the event the Executive’s employment is terminated without Cause or the Executive resigns for Good Reason, in either case, then in addition to all accrued and unpaid compensation, the Executive shall be entitled to continue to receive his Base Salary and benefits under Section 1(d) of this Agreement (collectively, “Severance”) through the six month anniversary of the date of termination or date of resignation (the “Severance Period”). Severance shall be paid in accordance with Employer’s regular payroll practices during the Severance Period.
Termination Without Cause and Resignation for Good Reason. The Company may terminate the Executive’s employment under this at any time without Cause (as defined below) upon not less than thirty (30) days’ prior written notice to the Executive; provided, however, that, in the event that such notice is given, the Executive shall be allowed to seek other employment during such notice period. In addition, the Executive may terminate the Executive’s employment by voluntarily resigning for Good Reason (as defined below). The Executive shall give the Company not less than thirty (30) days’ prior written notice of a resignation for Good Reason. In the event the Executive’s employment is terminated without Cause or the Executive resigns for Good Reason, in either case, then in addition to all accrued and unpaid compensation, the Executive shall be entitled to continue to receive his annual Base Salary, allowance for car payments pursuant to Section 1.2(e) of this Agreement, and annual benefits pursuant to Section 1(d) of this Agreement through the end of the three-year term under this Agreement (the “Severance Period”). During the Severance Period, in addition to receiving his Base Salary, car payment allowance, and benefits, the Executive shall be entitled at the end of each year during the Severance Period an annual bonus in an amount equal to the Salary Bonus earned during the previous fiscal year from the date of termination or resignation (the Base Salary, car payments, benefits and Salary Bonus to be paid during the Severance Period collectively referred to herein as “Severance”). Severance shall be paid in accordance with Employer’s regular payroll practices during the Severance Period.
Termination Without Cause and Resignation for Good Reason. Subject to the provisions set forth in this Agreement, in the case of a Termination Without Cause of Executive’s employment hereunder in accordance with Section 1.6.4 or Resignation for Good Reason in accordance with Section 1.6.5 above, the Company shall pay Executive twelve (12) months’ base salary then in effect (hereinafter the “Severance Payments”), less statutory deductions and withholdings, payable in the form of salary continuation and pursuant to the Company’s normal payroll cycle. The Company’s obligation to make Severance Payments is conditioned upon Executive timely signing and returning to the Company (and not revoking) a release agreement in a form satisfactory to the Company (which shall include, but not be limited to, a full release of claims) and on Executive’s continued compliance with Executive’s obligations to the Company that survive termination of his employment in this Agreement in and in the PUA. Should any severance payments provision herein he triggered, Company shall provide Executive with a release agreement within no less than ten (10) days from Executive’s termination of employment; if Executive is given a release agreement wherein the consideration/revocation period allows Executive to begin receiving payment in either of two calendar years, regardless of the timing of Executive’s execution of the release agreement, Executive shall not begin to receive payment until the second calendar year.
