Termination Without Cause; Voluntary Termination for Good Reason Sample Clauses

Termination Without Cause; Voluntary Termination for Good Reason. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Change in Control, then you shall be entitled to the benefits below: (i) the Company shall pay to you (A) your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the full fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due and (B) if you so elect, in lieu of your right to continue to receive deferred compensation under any deferred compensation plan of the Company then in effect, no later than the fifth full day following the Date of Termination, a lump-sum amount, in cash, equal to the deferred amounts together with any earnings credited on such amounts under such plan; (ii) the Company will pay as severance pay to you, at the time specified in Subsection (d) below, a severance payment in an amount equal to 2.99 times the sum of (A) the higher of (x) your annual base salary in effect on the Date of Termination or (y) your annual base salary in effect immediately prior to the Change in Control, and (B) 100% of the average annual incentive bonus paid or payable to you by the Company for the two fiscal years ending immediately prior to the fiscal year in which the Change of Control occurs; (iii) the Company shall pay to you, as incurred, to the extent permitted by law, all legal fees and expenses reasonably incurred by you in seeking to obtain or enforce any right or benefit provided by this Agreement; and (iv) for a 36-month period after such termination, the Company shall arrange to provide you with life, dental, and group health insurance benefits on terms substantially similar to those applicable immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you from another employer during the 36-month period following your termination, and any such benefit actually received by you shall be reported to the Company.
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Termination Without Cause; Voluntary Termination for Good Reason. (a) In the event of any of the following (each, a "
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Termination Without Cause; Voluntary Termination for Good Reason. Subject to Section 3(d), in the event that the Employment Period is terminated (i) by the Company other than for Cause and other than upon Executive’s death or Disability or (ii) by Executive for Good Reason (as defined herein), then (A) the Company shall pay to Executive an amount equal to Executive’s accrued but unpaid base salary through the date of such termination, (B) so long as Executive shall not have breached Executive’s obligations to the Company under Sections 4 and 5 hereof (without limitation to any other remedy available to the Company), the Company shall provide Executive and Executive’s family with coverage substantially identical to that provided to other senior executives of the Company in its medical, dental, vision, and executive life insurance programs (subject in the case of life insurance to insurability at standard rates) for 6 months following the date of such termination, and (C) the Company shall pay to Executive, as and for a severance payment, the sum of Executive’s then current annual base salary and Executive’s then current Target Bonus as soon as practicable (but in no event later than 20 days after the termination date), subject to Section 3(f).
Sample 1
Termination Without Cause; Voluntary Termination for Good Reason. (a) In the event of any of the following (each, a "Section 8.1 Termination Event"): (1) that Executive's employment with the Employing Company is involuntarily terminated at any time by the Employing Company without Cause; or (2) Executive's employment terminates as a result of Executive's death or disability; or (3) Executive's employment is voluntarily terminated by Executive within three months of the occurrence of an event constituting Good Reason and on account of an event constituting Good Reason; and, in each case, Section 8.2 does not apply; then, subject to Executive complying with his/her obligations described in Section 8.4 of this Appendix:
Sample 1
Termination Without Cause; Voluntary Termination for Good Reason. The Company may, with the approval of a majority of the Board, terminate the employment of the Executive hereunder at any time without “cause” (such termination being hereinafter called a “Termination Without Cause”) by giving the Executive notice of such termination, upon the giving of which such termination will take effect not later than thirty (30) days from the date such notice is given. The Executive may also terminate the Executive’s employment with the Company for Good Reason (as defined below). Such termination being hereinafter called “Voluntary Termination for Good Reason.” For purposes of this Agreement, termination for “Good Reason” shall mean termination by the Executive of his employment with the Company based on: (i) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive except in connection with a reduction in compensation generally applicable to senior management employees of the Company provided that such reduction does not exceed 5% of Executive’s Salary; (iii) the Company’s material and willful breach of this Agreement. (iv) permanent reassignment of Executive to a location greater than fifty (50) miles from the Company’s headquarters, presently located in McLean, Virginia. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason, except as provided in subparagraph (v), the Company shall have thirty (30) days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition, except as provided in subparagraph (iv), shall cease to constitute Good Reason one (1) year after the event or condition first occurs.
Sample 1
Termination Without Cause; Voluntary Termination for Good Reason. Upon the termination of the Executive’s employment as a Termination Without Cause or by the Executive for Good Reason, neither the Executive nor the Executive’s beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 8(a) hereof, (ii) a severance payment payable no later than forty-five (45) days after the effective date of such termination in the amount of one (1) times the Executive’s base salary and the Executive’s bonus amount as defined herein (as in effect immediately prior to such termination) and (iii) if the Executive elects COBRA coverage, the Company shall continue to pay the difference between an amount equal to the Executive’s share of pre-termination group health plan costs and the cost of COBRA coverage for a period of twelve (12) months following the termination of the Executive’s employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Executive, but excluding any applicable tax consequences for the Executive) as in effect from time to time for officers of the Company generally.
Sample 1
Termination Without Cause; Voluntary Termination for Good Reason. Subject to Section 6(d), in the event that the Employment Period is terminated (i) by the Company other than for Cause and other than upon your death or Disability or (ii) by you for Good Reason, then (A) the Company shall pay to you an amount equal to your accrued but unpaid base salary through the date of such termination (B) so long as you shall not have breached your obligations to the Claiborne Group under Sections 7 and 8 hereof (without limitation to any other remedy available to the Company), the Company shall provide you and your family with coverage substantially identical to that provided to other senior executives of the Claiborne Group in its medical, dental, long-term disability and life insurance programs (subject in the case of life insurance to insurability at standard rates) for 12 months following the date of such termination, and, in the case of medical and dental insurance, any longer period provided for by Section 4(c) (it being understood that, subject to applicable law, at the Executive's election, such coverage may be provided by the Executive electing continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") and the Company reimbursing the cost of such coverage), and (C) the Company shall pay to you, as and for a severance payment, two times your Annual Base Salary as soon as practicable (but in no event later than 20 days after the termination date). For the purposes of this Agreement, "Good Reason" shall mean the occurrence of one or more of the following events: (1) your being removed from, or the assignment to you of duties inconsistent with, your position as described in Section 2(a), in either case without your consent, which is not cured within 20 days after written notice of such circumstances by you to the Company, it being understood that your removal as Chairman due to legal, regulatory (including stock exchange), or fiduciary requirements shall not constitute Good Reason; (2) a significant adverse change in the nature or scope of your authority, power, function, duties or responsibilities as Chief Executive Officer or Chairman, without your consent, which is not cured within 20 days after written notice of such circumstances by you to the Company, it being understood that your removal as Chairman due to legal, regulatory (including stock exchange), or fiduciary requirements shall not constitute Good Reason; (3) the Company's moving its principal executive offices by more than ...
Sample 1
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Termination Without Cause; Voluntary Termination for Good Reason. Subject to Section 3(d), in the event that Executive’s employment is terminated (i) by the Company other than for Cause and other than upon Executive’s death or Disability or (ii) by Executive for Good Reason (as defined herein), then (A) the Company shall pay to Executive an amount equal to Executive’s accrued but unpaid base salary through the date of such termination, (B) so long as Executive shall not have breached Executive’s obligations to the Company under Sections 4 and 5 hereof (without limitation to any other remedy available to the Company), the Company shall provide Executive and Executive’s family with coverage substantially identical to that provided to other senior executives of the Company in its medical, dental, vision, and executive life insurance programs (subject in the case of life insurance to insurability at standard rates) for 6 months following the date of such termination, and (C) the Company shall pay to Executive, as and for a severance payment, the sum of two times Executive’s then current annual base salary and two times Executive’s target annual cash bonus for the year of Executive’s termination, as soon as practicable but in no event later than 20 days after the effective date of the release set forth in Paragraph (d). No bonus (pro-rata or otherwise) will be provided under this Agreement to the Executive in respect of the Company’s fiscal year during which the Executive’s termination occurs, and any bonus entitlement of the Executive for such fiscal year will be determined solely pursuant to the provisions of the Company’s relevant bonus plan.
Sample 1

Related to Termination Without Cause; Voluntary Termination for Good Reason

  • 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 Without Cause; Resignation for Good Reason If during the term of this Agreement, either (A) the Executive's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the cost to the Company at the time of the termination, resignation or discontinuation of any such plans, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such termination or resignation of employment, the Executive's rights shall be governed by Section 5(c).

  • 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 for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination for Cause; Resignation Without Good Reason; Death or Disability If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and you will not be entitled to any Severance Benefits.

  • 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”).

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • 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.

  • 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.

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