TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL Sample Clauses

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If, prior to a Change in Control, during the Employment Period: (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, the Executive shall be entitled to the benefits provided below: 4.1 (a) "Accrued Obligations": On the twentieth (20th) business day following the Date of Termination, the Company shall pay to the Executive the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not previously paid, (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), (3) any accrued vacation pay; in each case to the extent not previously paid, and in the event of a termination pursuant to Section 4.1, 4.2, 4.3 or 4.4 hereof (and excluding any termination pursuant to Section 4.5) part or all of the Incentive Bonus earned or banked for the year in which the Date of Termination occurs.
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TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. (a) Upon Termination prior to a Change in Control the Company shall pay the Executive the amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set forth in Section 5(a)(ii) through 5(a)(iv): (i) a single lump sum cash payment within thirty (30) days following the expiration of such revocation period equal to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date; plus (ii) a lump sum payment in cash within thirty (30) days following the expiration of such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and (ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of such lump sum payment which may be paid immediately upon expiration of such revocation period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual compensation that may be taken into account by a qualified retirement under Section 401(a)(17) of the Code for the year which includes the date of Termination or (ii) the Executive’s annualized compensation from the Company for the calendar year preceding the year of the Termination, and the remainder of this lump sum payment shall not be paid to the Executive until the delayed payment date prescribed by Section 24 below; plus (iii) a single lump sum cash payment equal to the actuarial equivalent of the retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit Plan payable on the delayed payment date that is six (6) months after the date of Termination, as prescribed by Section 24 below; and (iv) for twenty-four (24) months following the Termination Date, the Company shall provide the Executive with life, accident and health insurance benefits substantially similar to those to which the Executive and the Executive’s family were entitled immediately prior to the Termination provided that, to the extent such health benefits are determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise, such health coverage shall be limited to eighteen (18) months following the Termination Date. Thereafter the Company shall provide retiree medical and life insurance coverage to the extent the Executive is eligible for such benefits under the terms of the ap...
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If, prior to a Change in Control during the Employment Period: (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason the Executive shall be entitled to the benefits provided below; 4.1 (a) "Accrued Obligations": Within thirty (30) days after the Date of Termination, the Company shall pay to the Executive the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not previously paid, (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (3) any accrued vacation pay; in each case to the extent not previously paid.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause, or if the Executive terminates his employment hereunder for Good Reason, in each case prior to a Change in Control, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Executive shall be entitled to receive:
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason prior to a Change in Control, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7: (a) the Company shall pay to the Executive his or her salary as in effect on the Date of Termination in accordance with the Company’s customary payroll practices, until the earlier of (1) the date that is twelve (12) months after the Date of Termination or (2) the date upon which the Executive commences full-time employment with another Company; (b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (c) payment equal to the pro rata portion of the bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the most recent fiscal year ended prior to the Date of Termination, with such pro rata amount equal to the product of the amount of such prior bonus payment multiplied by a fraction, (1) the numerator of which is the number of days in the current fiscal year prior to the Date of Termination and the (2) denominator of which is 365.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. Notwithstanding anything to the contrary in the Plan or in the Employment Agreement, in the event of an Involuntary Termination that occurs at any time more than three months prior to a Change in Control, subject to the Separation Agreement Condition, (i) the number of Option Shares that would have been deemed to have satisfied the Performance Vesting Condition if the next unachieved Share Price Hurdle had been achieved1 shall be deemed to satisfy the Performance Vesting Condition and (ii) the Time Condition for any Option Shares for which the Share Price Hurdle has been achieved or deemed achieved pursuant to this Paragraph 6(d) shall immediately accelerate and become fully vested and exercisable as of the later of the Date of Termination and the effectiveness of the Separation Agreement.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. If, prior to a Change in Control, the Executive’s employment should be terminated (x) by the Company other than for Cause, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with (i) Accrued Benefits; and (ii) shall pay to the Executive a lump sum in cash within 30 days of date of termination in an amount equal to the product of (A) three, and (B) the sum of (1) the Base Salary in effect immediately prior to termination and (2) the Target Bonus. 5. Section 8 of the Agreement is hereby amended by adding a new Section 8(e) at the end thereof:
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TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL. (a) If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and on or before the first anniversary of the Effective Date, the Company will forgive seventy-five percent (75%) of the principal on the then unpaid balance of the Secured Promissory Note and will make a cash payment of one million dollars ($1,000,000) to the Executive. (b) If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and after the first anniversary and on or before the second anniversary of the Effective Date, the Company will forgive twenty-five percent (25%) of the principal on the then unpaid balance of the Secured Promissory Note. (c) Notwithstanding any other provisions of this Section 7, if for any reason 100% of the Restricted Stock becomes nonforfeitable under the provisions of the Restricted Stock Agreement, no portion of the principal on the Secured Promissory Note will be forgiven. (d) If, prior to the second anniversary of the Effective Date, either (i) a majority of the members of the Board of Directors of the Company are not Continuing Directors, or (ii) Jeffxxx X. Xxxx xx terminated by the Company or voluntarily resigns as Chairman of the Board of the Company, and no Change in Control has occurred, then, if Executive voluntarily terminates his employment with the Company other than for Good Reason, the Company will forgive one hundred percent (100%) of the principal on the then unpaid balance of the Secured Promissory Note. (e) The foregoing are in addition to and do not modify benefits under the Restricted Stock Agreement, Option Agreement No.1 and Option Agreement No.2.

Related to TERMINATION WITHOUT CAUSE OR FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL

  • 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 Without Cause or for Good Reason If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

  • Termination for Good Reason or Without Cause If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

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