Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party.
(b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term.
(c) Prior to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, oth...
Termination Without Cause/Severance. The Company may terminate Executive's employment without cause by giving written notice to Executive at least thirty (30) days prior to the effective date of such termination of employment without cause, in which event Executive's employment hereunder shall terminate and Executive shall be entitled to the following payments:
(i) all amounts accrued and unpaid to Executive through the termination date, including unpaid salary, pro-rated earned bonus (if any), benefits and accrued and unused vacation and sick time; and
(ii) severance payments comprising salary and health care and dental benefits continuing for twelve (12) months from the date of termination, such salary continuation payments to be made bi-weekly, or otherwise consistent with the Company's payroll policies and shall be subject to applicable federal, state and local payroll tax deductions and withholdings. Notwithstanding the requisite 30-day notice period, the Company may elect to have Executive's services to the Company terminate immediately, provided the Company pays Executive compensation and benefits during the period after written notice has been delivered and prior to the effective termination date.
Termination Without Cause/Severance. THE EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED WITHOUT CAUSE, FOR ANY REASON OR NO REASON PRIOR TO THE END OF THE TERM BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS OF THE COMPANY, EXCLUDING EXECUTIVE. A termination of Executive's employment upon the merger, consolidation of the Company or the sale of substantially all or majority of the equity interests or the assets of the Company (hereinafter referred to as a "Change in Control") shall be deemed a termination without cause. A Change of Control shall also mean the occurrence, within a single transaction or set of related transactions within the same year, of a change in the identity of: (a) persons who individually or collectively hold rights to elect, or approve the election, of a majority of the members of the Board of Directors; (b) persons who individually or collectively hold the rights to elect, in the officers of the Company. Additionally, a material demotion of the Executive may be treated, at the option of the Executive, as a termination "without cause." A "material demotion" will occur if there is a significant reduction of the Executive's duties or a change in title without the agreement of the Executive. In the event of a termination without cause, the Company shall continue to pay the Executive his Base Salary (as defined in Exhibit A) in effect on the date of Executive's termination for a period equal to twelve (12) months following the date of such termination. Said payments shall be made in one lump sum payment of the total amount within 14 days termination or as other-wise agreed to in writing. Additionally, in the event of a Change in Control (as defined above), the Company's repurchase right for one year's worth of Options as set forth in Exhibit A and underlying shares of common stock shall lapse, and such Options shall become immediately vested. In addition, the Senior Management/Founders monthly commission pool will continue to be paid as set forth in exhibit A.
Termination Without Cause/Severance. If the Company terminates Executive’s employment without Cause, Executive will receive the Standard Entitlements and “Severance Benefits” as described in subsection 3.6 below provided that Executive complies with all severance conditions set forth in subsection 3.6(d) below.
Termination Without Cause/Severance. If the Employee's ------------------------------------ employment with the Parent terminates at any time during the three years following the Effective Time of the Merger, other than (i) by voluntary resignation, (ii) for Cause (as defined below) or (iii) as a result of the Employee's death or Disability (as defined below), then the Employee shall be entitled to receive (A) severance pay in an amount determined in accordance with this Section 5(a), and (B) all of his or her accrued wages and paid time off, payable in a lump sum at the time of or prior to the Termination Date (as defined below). Any severance payment to which the Employee is entitled pursuant to this Section 5 shall be payable on the Termination Date. If termination pursuant to this Section 5(a) occurs, the Employee will be paid an amount equal to 12 months of the Base Compensation being paid to the Employee at the time of termination plus a pro-rated amount of the annual bonus the Employee would have received during the year in which the Employee's employment terminates under any bonus plan for which he is eligible and which is in effect at the time of termination. Nothing herein shall be construed as affecting Employee's right to receive any payments, benefits and compensation rightfully owed to Employee under (i) the Merger Agreement and related documents, including without limitation the Founder's Escrow Agreement, (ii) those provided in any stock grant or option agreement to which the Employee is a party or beneficiary, or (iii) those made available to the Employee in accordance with the Parent's established employee plans and policies at the time of termination.
Termination Without Cause/Severance. (a) In the event Executive's employment with the Company is terminated by the Company without cause (as defined below), or if Executive's employment is terminated by reason of his death or disability, Executive shall be entitled to severance pay in the amounts described in section 7.1 (b) below ("Severance") plus any bonus payable under paragraph 4.2. with respect to such calendar year.
(b) If Executive's employment is terminated without cause: (i) within six (6) months following a "change of control," and not by death or disability, Executive shall receive Severance equal to one (1) year's Base Salary plus a bonus equal to 50% of his Base Salary in effect at the time of termination, payable in 12 equal monthly installments commencing on the last day of the month following the month in which Executive's employment is terminated (the "Severance Period"); but
Termination Without Cause/Severance. CORE may terminate Executive's employment without cause or elect not to extend the Term hereof by giving written notice to Executive at least thirty (30) days prior to the termination date, in which event Executive's employment hereunder shall terminate and Executive shall be entitled to the following payments:
(i) all amounts accrued and unpaid to Executive through the termination date, including any Base Salary, accrued but unpaid holiday pay, and accrued but unused vacation time; and (ii) severance payments comprising Base Salary and health care coverage continuing for twelve (12) months from the date of termination. To the extent that such health care coverage cannot by its terms be continued, Base Salary during the severance period shall be increased on a grossed-up basis (for the effects of federal and applicable state and local income taxes) to compensate Executive for the actual premium costs of obtaining such coverage under COBRA or comparable coverage under non-group insurance, if less. Payments under this Section 8(e) shall be made on a schedule consistent with CORE's payroll policies and shall be subject to applicable tax deductions and withholdings. Notwithstanding the requisite thirty (30) day notice period, the Company may elect to have Executive cease providing services hereunder either immediately or at another date prior to the termination date, provided the Company pays Executive those amounts required in Section 8(e)(i) through (ii) above. If Executive's employment is terminated by CORE without cause pursuant to Section 8(e) hereof within twelve (12) months of the Effective Date of this Agreement, then the phrase "twelve (12) months from the date of termination." in Section 8(e)(ii) shall be revised to read "eighteen (18) months from the date of termination (provided such payments shall be reduced to reflect any salary, consulting fees or other compensation received by Executive for services rendered after one (1) year from the termination date and further provided, Executive shall timely report to CORE any such compensation)."
Termination Without Cause/Severance. Xxxxx may terminate this ----------------------------------- Agreement in accordance with Paragraph 2(a)(1)(A), above. Columbia Bancorp and Columbia Bank may terminate this Agreement in accordance with Paragraph 2(a)(l)(B), above. Otherwise, if Xxxxx is not in breach or default of this Agreement and Columbia Bancorp or Columbia Bank terminates Kelly's services for any reason and under any procedures other than those specified in paragraph (c), below, then Columbia Bancorp or Columbia Bank shall thereupon immediately pay to Xxxxx the sum of $120,000 as severance compensation to Xxxxx; being equal to twice his Base Compensation for a 12 month period. In addition, should such termination occur prior to the time when Xxxxx shall have become fully vested in any stock option plan established for his benefit, Xxxxx shall thereupon also become immediately vested in all options theretofore issued to him or accrued to his benefit.
Termination Without Cause/Severance. The Employee may terminate this Agreement in accordance with Paragraph 2(e)(1)(A), above. The Employer may terminate this Agreement in accordance with Paragraph 2(e)(1)(B), above. If the Employer thus terminates the Employee's employment under the terms of Paragraph 2(e)(i)(B) or for any reason other than those specified in paragraph (c) below, at any time during the initial two (2) year term of this agreement, then the Employer shall pay to the Employee a sum equal to Employee's base compensation for the duration of said initial term, which shall not be less than twelve months compensation. If the Employer thus terminates the Employee's employment under the terms of Paragraph 2(e)(i)(B) or for any reason other than those specified in paragraph (c), below, at any time after such initial two (2) year term, then the Employer shall pay to the Employee a sum equal to the compensation provided for the duration of the then applicable term of the Employee's employment, plus an additional twelve (12) months of compensation at Employee's then current base compensation. The Employee shall also be entitled, in the event of such termination without cause, to a lump sum payment of Twelve Thousand and 00/100 ($12,000) Dollars in lieu of continuation of health insurance, life insurance, disability insurance, retirement funding and other Employee benefits; which benefits under Paragraph 4 shall cease upon such termination.
Termination Without Cause/Severance. Xxxxx may terminate this Agreement in accordance with Paragraph 2(a)(1)(A), above. Columbia Bancorp and Columbia Bank may terminate this Agreement in accordance with Paragraph 2(a)(l)(B), above. Otherwise, if Xxxxx is not in breach or default of this Agreement and Columbia Bancorp or Columbia Bank terminates Kelly's services for any reason and under any procedures other than those specified in paragraph (c), below, then Columbia Bancorp or Columbia Bank shall thereupon immediately pay to Xxxxx xxxxxxxxx compensation equal to twice his then current Base Compensation for a 12 month period. In addition, should such termination occur prior to the time when Xxxxx shall have become fully vested in any stock option plan established for his benefit, Xxxxx shall thereupon also become immediately vested in all options theretofore issued to him or accrued to his benefit.
4. Paragraph 5(d) shall be amended to read as follows:
