Termination without Cause or by Employee for Material Breach or Change of Control Sample Clauses

Termination without Cause or by Employee for Material Breach or Change of Control. If Employee's employment by the Company is terminated without Cause or by Employee following a Material Breach by the Company or Change of Control, Employee shall be entitled to receive the compensation payments described in (i), (ii) and (iii) below; provided, that Employee also must have timely notified the Company as provided in Sections 5(f) and (g), as applicable, in order to receive such payments. All amounts under this Section 7(c) shall be reduced by withholding for applicable taxes, if any.
Sample 1
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Termination without Cause or by Employee for Material Breach or Change of Control. If Employee's employment by the Company is terminated without Cause or by Employee following a Material Breach by the Company or Change of Control, Employee shall be entitled to receive the compensation payments described in (i), (ii) and (iii) below; provided, that Employee also must have timely notified the Company as provided in Sections 5(f) and (g), as applicable, in order to receive such payments. All amounts under this Section 7(c) shall be reduced by withholding for applicable taxes, if any. (i)A lump-sum cash payment equal to the lesser of Employee's Base Amount (as defined below) multiplied by 2.99 or 150% of Employee's current Base Salary multiplied by 3. "Base Amount" means Employee's average annual earnings reported on Form W-2 for Employee's last five tax years. (ii)A lump-sum cash payment equal to the difference between (A) the value of all vested and unvested stock options granted by AMCE to Employee which have an exercise price per share less than the closing price per share of the Company's Common Stock as reported on the American Stock Exchange or other stock exchange or automated quotation system (the "Closing Price") on the Date of Termination and (B) the exercise price of such options. For purposes of determining the option value, the Company's stock price as described above as of the Date of Termination will be used. Upon such payment by the Company to Employee, all such options will be cancelled. (iii)If Employee's note dated August 11, 1998 payable to the Company in the original principal amount of $5,625,000, the proceeds of which were used by Employee to purchase shares of the Company's Common Stock (the "Note"), is outstanding on the Date of Termination, then one of the following provisions shall apply: (A)
Sample 1

Related to Termination without Cause or by Employee for Material Breach or Change of Control

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

  • Termination by the 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:

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • Termination Without Cause or Termination for Good Reason (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.

  • Termination Without Cause or Constructive Termination Without Cause In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:

  • By the Company for Cause or by the Executive Without Good Reason If: (i) the Company terminates the Executive’s employment with the Company for “Cause” (as defined below); or (ii) the Executive voluntarily terminates the Executive’s employment without “Good Reason” (as defined below), the Executive shall be entitled to receive the following:

  • Termination by Employer Without Cause or by Executive for Good Reason If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5.a.(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.

  • 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.

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