Termination Without Cause or Resignation for Any Reason Sample Clauses

Termination Without Cause or Resignation for Any Reason. If, on or after January 31, 2005 (but prior to the expiration of the term of this Agreement as provided in Section 1.1 above), the Executive's employment with the Company hereunder is terminated for any reason (including the Executive's death or Disability or upon a voluntary termination by the Executive) other than by the Company for Cause (as defined in Section 1.5(a)(ii)) and no Change in Control has occurred prior to such Termination Date, the Executive (or his estate in the event of the Executive's death) shall receive the
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Termination Without Cause or Resignation for Any Reason. If the Executive's employment with the Company hereunder is terminated for any reason (including the Executive's death or Disability or upon a voluntary termination by the Executive) other than by the Company for Cause (as defined in Section 1.5(a)(ii), above) on or after the occurrence of a Change in Control of the Company, if any, the Executive (or his estate, in the event of the Executive's death) shall receive the following: (i) the cash severance benefits and other non-cash severance benefits, at such time(s) and in such manner(s), as provided in the provisions of Section 4.01 of the KERP as in effect on the date hereof; (ii) to the extent not previously paid, the Executive's Full-Year Earned Bonus for the calendar year preceding the year in which the Termination Date occurs, paid in a cash lump sum at the same time the amounts described in Section 2.4(a)(i) are paid; (iii) a pro rata portion (which pro-rata portion shall be based on the number of calendar days that have elapsed from January 1 of the calendar year in which the Termination Date occurs through the Termination Date, relative to the total number of days in such calendar year) of Executive's target annual bonus (as established under the Bonus Plan) for the calendar year in which the Termination Date occurs, paid in a cash lump sum at the same time the amounts described in Section 2.4(a)(i) are paid; and (iv) immediate vesting of any Other Awards. In the event any Other Awards are options to purchase Common Stock, all such vested options shall remain exercisable for the balance of their term, as set forth in the governing option award agreement(s) providing for such Other Awards, notwithstanding the terms thereof.
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Related to Termination Without Cause or Resignation for Any Reason

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

  • 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 without Cause or Resignation with Good Reason The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following:

  • Termination Without Cause or for Good Reason If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to:

  • Termination for Cause or Resignation In the event Employee is terminated by Employer for Cause or Employee resigns (other than a Termination by Employee for Good Reason), neither Employer nor any affiliate shall have any further obligation to Employee under this Agreement or otherwise, except for payment to Employee of any and all accrued salary and bonuses, provision of COBRA health care continuation and otherwise as may be expressly required by law.

  • 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 With Good Reason If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits:

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Termination for Cause or Voluntary Resignation In the event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii) by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as defined herein), subject to applicable law, the Company agrees to the following:

  • 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:

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