Termination Without Cause by Company or For Good Reason by Executive Sample Clauses

Termination Without Cause by Company or For Good Reason by Executive. (i) In General. Except as otherwise provided in Section 1.6, including, without limitation, Section 1.6 (c) and (d) below, in the case of a termination of Executive’s employment that constitutes a Separation from Service (as defined below) during the Initial Term or any Renewal Term hereunder Without Cause in accordance with Section 1.5(a)(v) or for Good Reason by Executive in accordance with Section 1.5(a)(vi) above,
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Termination Without Cause by Company or For Good Reason by Executive. Subject to the provisions set forth in this Agreement, in the case of a termination prior to the fourth anniversary of the Effective Date of Executive's employment hereunder Without Cause in accordance with Section 1.5.1.5 or for Good Reason by Executive in accordance with Section 1.5.1.6 above, (a) Company shall pay, and Company shall continue to pay Executive's Base Salary (in the case where Executive’s employment is terminated by him for Good Reason due to a reduction in his Base Salary without his consent, then Base Salary in this circumstance shall mean that amount paid as such prior to any such reduction) and Executive shall continue to be eligible to receive all benefits provided pursuant to Section 1.4.4 for a period ending on the fourth anniversary of the Effective Date and the Revenue Percentage Bonuses for such period and on such terms and conditions as such payments were awarded at the time of grant (hereinafter the “Severance Payments”); provided that for the avoidance of doubt, Severance Payments shall not include any Other Bonuses; and (b) all unvested stock options held by Executive shall immediately vest. Any such Severance Payments shall be payable in installments in accordance with Company's normal payroll practices and subject to the tax withholding specified in Section 1.4.1 above, as full, final and complete satisfaction of its obligations under this Agreement, and Executive shall have no further claims against Company for any further compensation whatsoever, other than the continuation of any employee welfare benefits as may be and to the extent required by law.
Sample 1
Termination Without Cause by Company or For Good Reason by Executive. The Company may terminate the Employee’s employment without Cause or the Executive may terminate for Good Reason at any time upon thirty (30) days prior written notice. If there is a termination by the Company without Cause (not involving a Change of Control, death or Disability) or by the Executive for Good Reason, this Agreement shall terminate and the Employee shall be entitled to the severance benefits set forth below: a. Continued Base Salary in regular biweekly payments for a period of twenty-four (24) months after the Termination Date; b. Bonus shall be payable at the same time as annual bonus payments to employees who served for the full year, but the amount of the bonus payable to the Employee shall be proportionately reduced by multiplying the full bonus that would have been earned if the Employee had been employed for the full fiscal year times the fraction represented by the number of days Employee was employed by the Company during such fiscal year divided by the total number of days in such fiscal year; c. The Other Benefits for a period of twenty-four (24) months after the Termination Date shall be substantially equal to those to which the Employee was entitled immediately prior to the Termination Date. During such twenty-four (24) month period, the Employee shall continue to be an employee of the Company for purposes of participation in the plans which provide the other Benefits, but shall have no further responsibility as an employee and shall not be required or permitted to continue his former duties; and d. All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to the Employee in a lump sum in cash within thirty (30) days after the Termination Date. The Employee shall be free to accept other employment during such period, and there shall be no offset of any employment compensation earned by the Employee in such other employment during such period against payments due the Employee hereunder, and there shall be no offset in any compensation received from such other employment against the continued salary set forth above.
Sample 1
Termination Without Cause by Company or For Good Reason by Executive. In the event that the Company terminates the Executive’s employment without Cause at any time after the Effective Date or the Executive terminates the Agreement for Good Reason, following 90 days after the Effective Date, the Company shall pay to Executive severance pay in a lump sum (less applicable tax withholdings) in an amount equal to 6 months Base Salary.
Sample 1
Termination Without Cause by Company or For Good Reason by Executive. Subject to the provisions set forth in this Agreement, in the case of a termination of Executive's employment hereunder Without Cause in accordance with Section 1.5.5 or for Good Reason by Executive in accordance with Section 1.5.6, above, BV shall cause Company to pay, which obligation BV agrees to pay should Company fail to do so in breach of this Agreement, and Company shall continue to pay Executive's Base Salary for either (a) in the case of where the effective date of the Termination occurs during the Initial Term or (b) in the case where the effective date of the Termination occurs during a Renewal Term, then for a period of one-hundred eighty (180) days following the such date (hereinafter the "Severance Payments"), payable in installments in accordance with Company's normal payroll practices and subject to the tax withholding specified in Section 1.4.1 above. If Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), BV shall cause Company to pay and Company will pay Executive's COBRA premiums in an amount sufficient to maintain the level of health benefits in effect on Executive's last day of employment (hereinafter "Benefit Continuation"), until the earlier of (i) the end of the COBRA coverage period, (ii) the termination of any period in which Executive receives the Severance Payments under this Section, or (iii) the date Executive receives comparable benefits from any other source, whichever occurs first. Nothing contained herein shall interfere with Executive's right to continue his continuation coverage under COBRA.
Sample 1
Termination Without Cause by Company or For Good Reason by Executive 
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Related to Termination Without Cause by Company or For Good Reason by Executive

  • Termination by Company without Cause or by Executive for Good Reason If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • Termination by the Company for Cause or by Executive Without Good Reason If the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments and benefits described in Section 6(a).

  • Termination by the Company Without Cause or by Executive for Good Reason Except as provided in Section 6(f) below, upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Severance Benefits”): (i) an amount equal to nine (9) months of Executive’s Base Salary at the rate in effect on the date of termination, payable in substantially equal installments in accordance with the Company’s normal payroll practices over the nine (9) month period following Executive’s termination date, commencing on the first payroll date that occurs on or after the Release Effective Date (as defined below), provided that the initial payment will include a catch-up payment to cover the period between Executive’s termination date and the date of such first payment and the remaining amounts shall be paid over the remainder of such nine (9) month period; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9) months, which amount shall be paid in a lump sum at the same time payments under Section 5(e)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

  • Termination by Executive for Good Reason The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

  • Resignation by Executive without Good Reason The Executive may voluntarily terminate employment with the Company during the term of this Agreement, upon at least 60 days’ prior written notice to the Board of Directors, in which case the Executive shall receive only his compensation, vested rights, and Executive benefits up to the date of his termination of employment.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

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