Voluntary Termination of Employment Without Good Reason Sample Clauses

Voluntary Termination of Employment Without Good Reason. If a Participant terminates employment without Good Reason prior to the Initial Payout Date, the Participant will forfeit all of the Participant’s MIP Units and will have no further rights under the MIP. If a Participant terminates employment without Good Reason at any time following the Initial Payout Date, subject to the Participant’s execution and non-revocation of a release in a form reasonably satisfactory to the Company with all periods for revocation expired, the Participant shall vest in the Participant’s MIP Units in an amount equal to (i) the number of MIP Units awarded times (ii) the number of years of employment with the Company following the Effective Time divided by 10 (without taking into account fractional portions thereof) and all remaining MIP Units (and fractional portions thereof) will be forfeited. The Participant shall be only entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s vested MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with the terms of the MIP, the Participant will not be entitled to any further payments and will have no further rights under the MIP. Death/Disability: In the case of a Participant’s death or Disability, the Participant (or Participant’s estate in the event of the Participant’s death) shall vest at the next vesting level, and all remaining unvested MIP Units (and fractional portions thereof) will be forfeited. The Participant (or Participant’s estate in the event of the Participant’s death) shall be only entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with the terms of the MIP, the Participant will not be entitled to any further payments and will have no further rights under the MIP. Change in Control: Participants will fully vest in all MIP Units awarded. Termination of Employment for Cause: In the case of termination of a Participant’s employment for Cause, all MIP Units held by the Participant will be immediately forfeited, and the Participant will have no further rights under the MIP. Administration/Governance: The MIP shall be administered by the Board or delegated committee thereof; all decisions...
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Voluntary Termination of Employment Without Good Reason. If the Executive terminates employment without Good Reason (as defined below) the Executive’s MIP Units shall be subject to the vesting and forfeiture provisions as described in the MIP. If the Executive terminates employment without Good Reason all unvested Equity Interests shall be immediately forfeited. Any vested Equity Interests held by the Executive shall be subject to the Equity Sales provision as described in the Required Investment Program.
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Voluntary Termination of Employment Without Good Reason. Executive may voluntarily terminate his employment at any time during the Term of this Agreement without Good Reason (as defined in Section 5.05[6]) by giving the Corporation written notice of his intention to do so. This notice will be effective 180 days after it is given unless the Parties mutually agree to accelerate this termination date ("Voluntary Termination Date"). If Executive voluntarily terminates his employment without Good Reason: [1] This Agreement will terminate on the Voluntary Termination Date and Corporation will pay to Executive the sum of: [a] Any unpaid installments of his Base Salary, calculated to the end of the payroll period during which his Voluntary Termination Date occurs;
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Voluntary Termination of Employment Without Good Reason. The Executive may voluntarily terminate his employment at any time during the Term without Good Reason (as defined in Section 5.05[6]) by giving the Corporation written notice of his intention to do so. This notice will be effective 180 days after it is given unless the Parties mutually agree to accelerate this termination date (“Voluntary Termination Date”). If the Executive voluntarily terminates his employment without Good Reason (including initiating a termination on account of retirement) and, subject to Section 5.06 and to any restrictions imposed under Code §409A, the terms of this section will apply regardless of any other event (other than as provided in Section 5.06) that occurs after the delivery of the notice of intent to terminate without Good Reason. [1] This Agreement will terminate on the Voluntary Termination Date and the Corporation will pay or cause to be paid to the Executive the sum of: [a] Any unpaid installments of his Base Salary, calculated to the end of the payroll period during which his Voluntary Termination Date occurs; and
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Voluntary Termination of Employment Without Good Reason. Executive may voluntarily terminate his employment at any time during the Term without Good Reason (as defined in Section 5.05[7]) by giving the Corporation written notice of his intention to do so. This notice will be effective 180 days after it is given unless the Parties mutually agree to accelerate this termination date ("Voluntary Termination Date"). If Executive voluntarily terminates his employment without Good Reason and subject to Section 5.06 and to any restrictions imposed under Code Section 409A, the terms of this section will apply regardless of any other event (other than as provided in Section 5.06) that occurs after the delivery of the notice of intent to terminate without Good Reason. [1] This Agreement will terminate on the Voluntary Termination Date and Corporation will pay or cause to be paid to Executive the sum of: [a] Any unpaid installments of his Base Salary, calculated to the end of the payroll period during which his Voluntary Termination Date occurs; [b] The value of any accrued but unused vacation, calculated to the end of the payroll period during which his Voluntary Termination Date occurs (this value will be calculated by dividing the Base Salary by 365 and multiplying by the number of accrued but unused vacation days); and [c] Any amounts Executive is entitled to receive under the terms of any employee benefit plan described in Section 3.01 [3].
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Related to Voluntary Termination of Employment Without Good Reason

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • 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.

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

  • 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.

  • 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 of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • Voluntary Termination Executive may voluntarily terminate Executive’s employment for any reason upon 30 days’ prior written notice. In such event, after the effective date of such termination, except as provided in Section 2.2 with respect to a resignation for Good Reason, no further payments shall be due under this Agreement, except that Executive shall be entitled to any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company.

  • Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:

  • 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.

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