Termination without Cause or for Good Reason (Without a Change in Control) Sample Clauses

Termination without Cause or for Good Reason (Without a Change in Control). If the Company terminates the Executive without Cause, or the Executive terminates employment for Good Reason during the Executive’s employment with the Company, but there has not been a Change in Control within the preceding twelve (12) months, the following provisions shall apply: (1) The terminating party shall provide written notice of termination to the other party as specified above. In the case of Executive terminating for Good Reason, Executive shall include such reason in the notice of termination and allow the Company the thirty (30) day opportunity to cure the condition. (2) Subject to Section 7(e), the Company shall pay the following amounts to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Agreement: a. Twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date. b. Any short-term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or Executives under the applicable short term incentive program. c. All of Executive’s unvested restricted stock awards shall vest as of the Release Effective Date. d. The value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in Company stock (less shares withheld for tax purposes in accordance with the applicable equity plan document), within sixty (60) days of the Termination Date and following the Release Effective Date e. A lump-sum payment equal to twelve (12) months of COBRA premiums at Executive’s benefit election level immediately prior to the Termination Date.
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Termination without Cause or for Good Reason (Without a Change in Control). In addition to the Accrued Obligations, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and such termination does not occur within the Change in Control Period described in Section 4(b)(ii)), subject to satisfaction of the release and other requirements set forth in Section 5(b), Executive will be entitled to: (1) continuation of Executive’s Base Salary for one year following the Date of Termination; (2) an amount equal to Executive’s Annual Target Bonus Opportunity; (3) with respect to any unvested performance-based restricted stock units (“PBRSUs”) held by Executive, a prorated portion of such PBRSUs will become vested for the performance period in which the Date of Termination occurs, with such prorated number of PBRSUs equal to the product of (A) and (B), where (A) is the number of PBRSUs, if any, that would have vested based on actual achievement of the applicable performance criteria over the full performance period, and (B) is a fraction, the numerator of which is the number of days Executive was employed in the performance period and the denominator of which is the total number of days in such performance period; (4) if Executive’s Date of Termination occurs after completion of a Bonus performance period, but before any Bonus earned with respect to such completed performance period has been paid, any such earned but unpaid Bonus relating to the completed performance period; (5) if Executive elects to receive continued medical, dental, or vision coverage under one or more of the Company’s or an affiliate’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will directly pay, or reimburse Executive for, the COBRA premiums, less the amount Executive would have had to pay to receive group health coverage for Executive and Executive’s covered dependents based on the cost sharing levels in effect for active employees at such time, for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending on the earliest of: (A) the two-year anniversary of the Date of Termination; and (B) the date on which Executive becomes eligible to receive healthcare coverage from a subsequent employer. The Company may include the fair market value of the cost of such payments or reimbursements in the Participant’s taxable income; and (6) outplacement services from vendors designat...
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Related to Termination without Cause or for Good Reason (Without a Change in Control)

  • 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 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.