The Company's Right to Terminate Without Cause Sample Clauses

The Company's Right to Terminate Without Cause. Subject to the payment to Executive of the amounts required by Section 7.3 below, at any time during the term of this Agreement, the Company may terminate Executive's employment with the Company without "Cause" (as defined in subsection (b) above), effective immediately upon written notice to Executive, whereupon this Agreement will terminate and Executive shall have no further rights or be entitled to any other benefits of this Agreement, other than the payments and benefits referred to in Section 7.3 below. Notwithstanding the foregoing, if the Company terminates Executive without "Cause" within one (1) year after a Change of Control, the Company shall pay Executive the compensation described in Section 4(d) hereof as though Executive had given the Notice of Intention described in Section 4(c) (whether or not Executive actually gave such Notice of Intention).
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The Company's Right to Terminate Without Cause. Upon sixty (60) days written notice, the Company may terminate this Agreement on a Patent-by-Patent or Know-How-by-Know-How basis or in its entirety without cause.
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The Company's Right to Terminate Without Cause. The Company may terminate Executive’s employment under this Agreement at will, at any time during the Term of Employment, without Cause (an “Involuntary Termination Without Cause”). In the event that the Company exercises its right to terminate Executive’s employment in an Involuntary Termination Without Cause, then Executive will be entitled to receive Base Salary and benefits earned up to and including the date of termination of Executive’s employment (the “Termination Date”) and will be entitled to the following: 3.3.1 Cash in the amount of one and one-half (1.5) times the Base Salary in effect on the Termination Date, payable in one lump sum upon the Severance Payment Date (as defined below). 3.3.2 Cash in the amount of one and one-half (1.5) times the average Annual Bonus, if any, paid to Executive for the prior two (2) fiscal years (which amount Executive agrees will be paid in lieu of any Annual Bonus for the fiscal year in which termination occurs), payable upon the Severance Payment Date. 3.3.3 Cash in the amount of one and one-half (1.5) times the maximum annual Company matching contribution to the Company’s 401(k) plan that would otherwise be made to Executive’s account for the plan year in which termination occurs, calculated without regard to Executive’s contribution or limits imposed under the Internal Revenue Code of 1986, as amended (the “Code”), payable upon the Severance Payment Date. 3.3.4 Cash in the amount of eighteen (18) times Executive’s monthly car allowance amount in effect (if any) on the Termination Date, payable on the Severance Payment Date. 3.3.5 If Executive elects to continue to participate in the Company’s standard medical and dental benefits in accordance with the health care continuation provisions of Section 4980B(f) of the Code (“COBRA”), then the Company will continue to pay a portion of the cost thereof equal to the portion paid by the Company prior to the Termination Date for up to eighteen (18) months following the Termination Date, if: (1) Executive provides written notice of such election to Company within the time prescribed in the “COBRA Notice”; and (2) Executive pays the Company monthly an amount equal to Executive’s contribution for such benefits as was in effect at the Termination Date, if any. The benefit set forth in this Section 3.4.5 shall cease upon Executive becoming eligible for reasonably comparable medical and dental benefits through a successor employer. 3.3.6 The Company will continue Executive’s...
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The Company's Right to Terminate Without Cause. The Company may terminate this Agreement at any time during the first year of the Employment Period upon twelve (12) months’ notice to Employee; at any time during the second year of the Employment Period on eight (8) months’ notice to Employee; and at any time after the second year of the Employment Period (including after expiration of the Employment Period where Employee is employed at will), on six (6) months’ notice to Employee. The Company may elect to pay Employee for the notice period (hereinafter “Severance”) in lieu of permitting Employee to continue working, subject to Employee’s execution of a release agreement in favor of the Company. Aside from the provisions in this paragraph, the Company shall have no further obligations to Employee after such termination without cause.
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The Company's Right to Terminate Without Cause. Subject to the payment to Employee of the severance payments as provided in Section 5.6(b) below, and subject to maintaining the period in which Employee may exercise his stock option as provided in Section 5.6(c) below, the Company will have the right, exercisable at any time to terminate Employee's employment with the Company without “Cause” (as defined in Section 5.4 above), immediately upon written notice to Employee.
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The Company's Right to Terminate Without Cause. The Company may terminate this Agreement and the employment relationship at will, at any time during the Term of Employment, without cause. In the event that the Company exercises its right to terminate this Agreement and the employment relationship pursuant to this provision, the Company shall pay Executive, in addition to all sums to which Executive shall be entitled as a result of his employment and all acts up to and including the date of termination of Executive's employment, the lesser of two (2) years Base Salary or the Base Salary owed for the remainder of Term of the Employment. Provided, however, that if the Company exercises its right to terminate this Agreement and the employment relationship pursuant to this provision during the third year of this Agreement, the Company shall pay Executive, in addition to all sums to which Executive shall be entitled as a result of his employment and all acts up to and including the date of termination of Executive's employment, one (1) year Base Salary. No additional benefits will be earned by Executive following the last day of actual work. This severance pay will be paid in a lump sum or in monthly installments, at the Company's option, less applicable withholdings.
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The Company's Right to Terminate Without Cause. Upon sixty (60) days written notice to Pfizer, the Company may terminate this Agreement on a Compound-by-Compound and Analog-by-Analog basis or in its entirety without cause.
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The Company's Right to Terminate Without Cause. Subject to the payment to Executive of the amounts required by Section 7.3 below, at any time during the term of this Agreement, the Company may terminate Executive's employment with the Company without "Cause" (as defined in Section 7.3 above), effective immediately upon written notice to Executive, whereupon this Agreement will terminate and Executive shall have no further rights or be entitled to any other benefits of this Agreement, other than the payments and benefits referred to in Section 7.3 below.
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Related to The Company's Right to Terminate Without Cause

  • Discharge Without Cause The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

  • 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 by the Company for Cause or by Executive Without Good Reason If the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments and benefits described in Section 6(a).

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • 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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