Termination Without Cause and Termination for Good Reason Sample Clauses

Termination Without Cause and Termination for Good Reason. If the Employer terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive his most recent Base Salary level for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in the Employer’s or a subsidiary’s retirement plans or any stock-based plans unless the terms of any applicable plan document allow such participation. The Employer and the Executive acknowledge and agree that the compensation and benefits under this Section 4.4 shall not be payable if compensation and benefits are payable or shall have been paid previously to the Executive under Article 5 of this Employment Agreement.
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Termination Without Cause and Termination for Good Reason. (a) Subject to the possibility that continued Base Salary for the first six months after employment termination might be delayed because of section 4.4(b), if the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment for Good Reason, the Executive shall for the unexpired term of this Agreement continue to receive (x) the Base Salary in effect at employment termination and (y) an annual bonus equal to the bonus earned for the calendar year ended immediately before the year in which the employment termination occurs, regardless of when the bonus earned for the preceding calendar year is paid and regardless of whether all or part of the bonus is subject to elective deferral or vesting, but the Executive shall not be entitled to continued participation in the Employer’s or a subsidiary’s retirement plan(s) or any stock-based plans. The Employer and the Executive acknowledge and agree that the compensation and benefits under this section 4.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 5 of this Agreement.
Termination Without Cause and Termination for Good Reason. Except as provided in Section 7(e), in the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause (and not due to death or Disability) or by the Participant for Good Reason, then the portion of the Option that is then outstanding and unvested and that was scheduled to vest during the Participant's Severance Period (as defined below) shall continue to vest during the Participant's Severance Period as follows: on any applicable date during such Severance Period, any portion of the Option that would have vested on such date had the Participant remained Employed on such date shall become vested and exercisable on such date notwithstanding the termination of Participant's Employment. Except as provided in Section 7(e), the portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 7(c) or that becomes vested and exercisable under this Section 7(c) shall remain exercisable until the earlier of (x) the later of the 18 month anniversary of a Qualifying Transaction and the date that is one year after the last day of the Severance Period and (y) the 10th anniversary of the Grant Date, in each case, subject to earlier termination in accordance with the terms of the Plan; provided, however, that if such termination of Employment occurs prior to the six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, the "Severance Period" shall mean the period during which the Participant is entitled to receive continued payments of the Participant's base salary under an employment agreement or a severance plan, program or agreement as the result of the termination of Employment described in this Section 7(c) (or if such base salary is paid in a lump sum, the number of months of such base salary that such severance represents). In the case of a termination of Employment by Participant for Good Reason, any portion of the Option that is not scheduled to vest during the Severance Period (disregarding any special vesting relating to a Change in Control), shall be immediately forfeited upon such termination of Employment with no compensation or other payment ​ ​ due to the Participant or any other Person, and in the case of a termination of Employment by the Company or a subsidiary...
Termination Without Cause and Termination for Good Reason. If Employer shall discharge Employee without Cause or not renew the term of this Agreement at any time after July 1, 2002, or if Employee shall terminate his employment for Good Reason, then Employer shall pay to Employee in one lump sum within five (5) days of any such event, the following benefit:
Termination Without Cause and Termination for Good Reason. Except as provided in Section 7(e), in the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause (and not due to death or Disability) or by the Participant for Good Reason, then the portion of the Option that is then outstanding and unvested and that was scheduled to vest during the Participant's Severance Period (as defined below) shall continue to vest during the Participant's Severance Period as follows: on any applicable date during such Severance Period, any portion of the Option that would have vested on such date had the Participant remained Employed on such date shall become vested and exercisable on such date notwithstanding the termination of Participant's Employment. Except as provided in Section 7(e), the portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 7(c) or that becomes vested and exercisable under this Section 7(c) shall remain exercisable until the earlier of (x) the later of the 18 month anniversary of a Qualifying Transaction and the date that is one year after the last day of the Severance Period and (y) the 10th anniversary of the Grant Date, in each case, subject to earlier termination in accordance with the terms of the Plan; provided, however, that if such termination of Employment occurs prior to the six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, the “Severance Period” shall mean the period during which the Participant is entitled to receive continued payments of the Participant's base salary under an employment agreement or a severance plan, program or agreement as the result of the termination of Employment described in this Section 7(c) (or if such base salary is paid in a lump sum, the number of months of such base salary that such severance represents). In the case of a termination of Employment by Participant for Good Reason, any portion of the Option that is not scheduled to vest during the Severance Period (disregarding any special vesting relating to a Change in Control), shall be immediately forfeited upon such termination of Employment with no compensation or other payment ​ due to the Participant or any other Person, and in the case of a termination of Employment by the Company or a subsidiary w...
Termination Without Cause and Termination for Good Reason. (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause or by the Executive for Good Reason as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause or a Termination for Good Reason under this Section 8(d). For the avoidance of doubt, if a notice of nonrenewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder.
Termination Without Cause and Termination for Good Reason. (a) If Citizens South terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive the Base Salary for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in Citizens South’s or a subsidiary’s 401(k) retirement plan or any stock-based plans. Payments of Base Salary under this Section 6.4(a) shall not be reduced or offset by any other compensation the Executive receives through other employment after termination of his employment with Citizens South. If Citizens South Bank is not in compliance with its minimum capital requirements or if payments under this Section 6.4(a) would cause Citizens South Bank’s capital to be reduced below minimum capital requirements, payments under this Section 6.4(a) shall be deferred until such time as Citizens South Bank is in capital compliance. The provisions of this Section 6.4 are subject to Article 9 of this Employment Agreement. Citizens South and the Executive acknowledge and agree that the compensation and benefits under this Section 6.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 7 of this Agreement. That is, the parties acknowledge and agree that the Executive shall not be entitled to duplicative compensation and benefit payments under this Section 6.4 and under Article 7 if the Executive’s employment is terminated without Cause or if the Executive terminates employment with Good Reason.
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Termination Without Cause and Termination for Good Reason. If the Bank terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive the Base Salary for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in the Bank’s or a subsidiary’s retirement plan(s) or any stock-based plans. The Bank and the Executive acknowledge and agree that the compensation and benefits under this Section 6.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 7 of this Agreement.
Termination Without Cause and Termination for Good Reason. In the event of a Termination Without Cause or a Termination for Good Reason during the Employment Period, the Executive shall receive the following:
Termination Without Cause and Termination for Good Reason 
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