Termination without Cause; Resignation with Good Reason Sample Clauses

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s employment and the denominator of which is 365 (the “Pro-Rated Bonus”), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. ...
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Termination without Cause; Resignation with Good Reason. In the event Executive's employment is involuntarily terminated by Company without Cause or Executive resigns with Good Reason during the Employment Period, Company shall continue to provide Executive (or Executive's estate in the event of Executive's death) the compensation, including adjustments, set forth in Section 3 hereof for the remainder of the Employment Period; or, at Executive's (or Executive's estate's) option and in lieu thereof, Company shall pay Executive (or Executive's estate) a lump sum equal to the total aggregate base salary, excluding adjustments, payable for such period, discounted at the rate of 6% per annum, simple interest. Any such lump sum payment shall be made within 30 days of termination.
Termination without Cause; Resignation with Good Reason. (a) Company will have the right, exercisable upon thirty (30) days prior written notice to Executive, to terminate Executive’s employment under this Agreement without Cause for any reason other than as set forth above in Sections 5.2, 5.3, or 5.4, effective no earlier than ten (10) days from the date the Company provides its written notice of termination. Executive will have the right, exercisable upon thirty (30) days prior written notice to Company, to terminate his employment under this Agreement during the one-year period following the initial existence of one or more conditions that constitute “Good Reason” and that arise without his consent. (b) For this purpose, “Good Reason” will mean any of the following conditions: (i) the material diminution or restriction of Executive’s authority, duties or responsibilities in a manner inconsistent with Executive’s position, duties, responsibilities and status with Company as of the date of this Agreement, (ii) a material diminution in Executive’s Base Salary, (iii) any material breach of this Agreement by Company, or (iv) if Executive is required to relocate more than fifty (50) miles from his current domicile, in Atlanta, Georgia, in order to perform his duties hereunder. Such a condition will constitute “Good Reason” only if Executive provides notice to Company’s Board of Directors of the existence of the condition no later than 90 days after the initial existence of the condition and if Company does not remedy the condition during the 30 day period following such notice.
Termination without Cause; Resignation with Good Reason. If, prior to the expiration of the Term, the Company terminates the Employee’s employment without Cause, or the Employee resigns with Good Reason, the Employee shall only be entitled to payment of the Employee’s earned but unpaid Base Salary through and including the date of termination and the Other Accrued Compensation and Benefits and, subject to Section 4(d), shall be entitled to receive the Severance Benefits. For purposes of this Agreement, “Severance Benefits” mean:
Termination without Cause; Resignation with Good Reason. In the event of (A) the Company's termination of Executive's employment hereunder without Cause, (B) Executive's resignation for Good Reason, (C) Executive's death, or (D) Executive's Disability, Executive shall be entitled to the following: (i) the payments and benefits set forth in Section 4.01 hereto and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to the Fixed Salary immediately preceding the Termination Date. Payment of the Severance Benefit shall be contingent upon Executive's execution of a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance Benefit shall be paid by the Company over approximately twelve (12) months in bi-weekly installments less appropriate payroll deductions as required by law. The Severance Benefit payments shall commence within one week after the expiration of the Revocation Period, as defined in the Release.
Termination without Cause; Resignation with Good Reason. In the event that Executive is terminated without Cause, or Executive resigns with Good Reason, then on such date an additional fifty percent (50%) of the remaining Repurchaseable Shares shall become Non-Repurchaseable Shares.
Termination without Cause; Resignation with Good Reason. Subject to Section 11(a) and subject to the Executive’s continued compliance with the covenants contained in Sections 6 and 7, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv), or the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), in either case prior to December 31, 2020, the Company shall, in addition to satisfying the Accrued Obligations: (i) pay the Executive a cash severance amount equal to 1.5 times the sum of (A) the Annual Base Salary and (B) the Target Bonus, such amount to be paid in substantially equal installments in accordance with the Company’s customary payroll practices during the period beginning on the Date of Termination and ending on the eighteen (18) month anniversary of the Date of Termination (the “Severance Payment”); (ii) if continued coverage under the Company’s health and welfare plans is timely elected by the Executive, payment of any COBRA premiums from the Date of Termination until the earlier of (x) the eighteen (18) month anniversary of the Date of Termination and (y) the first date that the Executive is no longer eligible for COBRA (the “COBRA Payment”); provided, however, that the installment payments of the Severance Payment and the COBRA Payment payable pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of the Release (as defined below), and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(d) from the Date of Termination through the date of such initial payment; and (iii) continue to pay the Executive pursuant to his Long-Term Incentive Compensation Award Agreement as set forth therein.
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Termination without Cause; Resignation with Good Reason. In the event the Company terminates your employment without Cause, or you resign and terminate your employment with the Company with Good Reason, you shall be entitled to the following: payment of (1) any accrued but unpaid Base Salary due you through termination, (2) any accrued but unpaid vacation, (3) any unreimbursed expenses owed, accrued or incurred by you through termination, (4) other unpaid amounts then due you under Company benefit plans, programs or policies, paid in accordance with the terms of such benefit plans, programs or policies, (5) if not already due or paid under the terms of an applicable Bonus Plan, both the full amount of any previously earned or declared but unpaid bonus for any past fiscal year or period and a prorated bonus for the fiscal year or period in which such termination occurs, each being paid at such time that such bonus is paid to similarly situated executives all as contemplated under Paragraphs 3(b), 3(c), 3(d) and 3(e) hereof, (6) your Base Salary, an amount equal to the sum of the actual annual bonuses paid to you under the MIP and Holiday Plan for the year immediately preceding the year of termination, and your benefits under the Welfare Plans (but not including benefits provided under (i) any plan qualified under Section 401(a) of the Internal Revenue Code (except that any such benefits accrued, owing or vested through the date of or as a result of such termination shall remain payable under such plan in accordance with the terms thereof), (ii) any nonqualified deferred compensation plan (except that any such benefits accrued, owing or vested through the date of or as a result of such termination shall remain payable under such plan in accordance with the terms thereof), and (iii) any stock or incentive based plan (except that any such benefits accrued, owing or vested through the date of or as a result of such termination shall remain payable under such plan in accordance with the terms thereof) each as determined from the date of such termination through the last day of the unexpired then current Term of this Agreement, or, if longer, through the date which is two (2) years from and after the date of such termination, all as if such termination had not occurred, (7) an amount equal to two (2) times the actual annual bonus compensation paid to you under the Profit Sharing Plan for the year immediately preceding the year of termination, and (8) any and all payments owed to you as provided under Paragraphs 3(f), 3...
Termination without Cause; Resignation with Good Reason. In the event that (A) the Company terminates Executive's employment hereunder without Cause, (B) Executive resigns for Good Reason or (C) the Company fails to extend the Agreement for at least one additional one-year period pursuant to Section 1, Executive shall be entitled to the following: (i) the payments and benefits set forth in Section 4.01 hereto and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two times the Fixed Salary and the Annual Bonus paid by the Company to Executive during the twelve (12) month period immediately preceding the date of his termination of employment. The Severance Benefit shall be paid by the Company in twenty-four (24) equal monthly installments beginning on the date that is one (1) month after the date of his termination of employment. Payment of the Severance Benefit shall be contingent upon Executive's execution of a waiver and release of claims in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A.
Termination without Cause; Resignation with Good Reason. If, during the Employment Period, the Company terminates Executive’s employment for any reason other than as a result of Executive’s death, his disability in accordance with 3(a)(ii), other than for Cause or if Executive resigns with Good Reason: (i) Executive shall be entitled to receive his Base Salary through the second anniversary of the Effective Date or a twelve month period following the termination of the Employment Period pursuant to this Section 3(b), whichever period is longer, payable in monthly installments on the last day of each month following the termination of the Employment Period; (ii) Executive shall be entitled to receive payment of each Guaranteed Bonus, to the extent not already paid, payable at such time(s) as the Guaranteed Bonus would become payable had the Employment Period not been terminated; and (iii) Executive shall continue to receive the benefits specified in Sections 2(d)(ii) during the twelve month period following the termination of the Employment Period, but only if and to the extent Executive does not receive any such benefits from a subsequent employer during such period. The payment and provision of benefits described in this Section 3(b) shall be subject to Executive’s compliance with the provisions of Sections 4, 5 and 6 and to Executive’s execution and non-revocation of a general release of the Company and its affiliates in a form substantially similar to that used for similarly situated executives of the Company and its subsidiaries.
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