With Good Reason; Without Cause Sample Clauses

With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “Accrued Obligations”); and (ii) subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1x) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”); (iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company; (iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Sample 1Sample 2Sample 3See All (57)
AutoNDA by SimpleDocs
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and (ii) After the Date of Termination, the Company will pay Executive, in six quarterly installments commencing as of the Date of Termination, an amount equal to 100% of the sum of (A) Executive’s Annual Base Salary and (B) Executive’s Target Bonus, such installment to be paid ratably on the last day of the quarter (the “Severance Payments”).
Sample 1Sample 2Sample 3See All (9)
With Good Reason; Without Cause. If during the Employment Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than sixty (60) days following the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs; provided, that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and (ii) The Company will pay Executive, an amount equal to 100% of the sum of (A) Executive’s Annual Base Salary and (B) Executive’s Target Bonus (the “Severance Payments”) such amounts to be paid on a monthly basis over a twenty-four (24) month period.
Sample 1Sample 2Sample 3See All (8)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits: (i) The Company shall pay to Executive in a lump sum, to the extent not previously paid, (i) the Annual Base Salary through the Date of Termination, and (ii) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such year (“Accrued Obligations”); and (ii) After the Date of Termination, the Company will pay Executive, in six quarterly installments commencing as of the Date of Termination, an aggregate sum equal to 100% of the sum of (x) Executive’s Annual Base Salary and (y) Executive’s Target Bonus. Thereafter, the Company shall have no further obligation to Executive or his legal representatives.
Sample 1Sample 2See All (4)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year that contains the Date of Termination in a lump sum, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(vii) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “Accrued Obligations”); and (ii) After the Date of Termination, the Company will pay Executive, in eight (8) quarterly installments commencing as of the Date of Termination, an amount equal to one hundred percent (100%) of the sum of (A) Executive’s Annual Base Salary and (B) Executive’s Target Bonus, such installments to be paid ratably on the last day of the quarter. For purposes of this Section 4(a)(ii), Executive shall receive a minimum Target Bonus of at least one hundred percent (100%) of Executive’s Annual Base Salary.
Sample 1
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits: (i) The Company shall pay to Executive in a lump sum, to the extent not previously paid, (i) the Annual Base Salary through the Date of Termination, and (ii) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such year (“Accrued Obligations”); and (ii) After the Date of Termination, the Company will pay Executive, in eight quarterly installments commencing as of the Date of Termination, an aggregate sum of 200% of Executive’s Annual Base Salary and Target Bonus. In addition, if such termination occurs prior to an initial public offering of the Parent’s common stock, the Company shall appoint Executive to serve as an observer at all meetings of the Board and Parent’s Board of Directors (other than meetings of a committee thereof) until the earliest to occur of (w) an initial public offering of Parent’s common stock, (x) Executive’s engaging in behavior that would constitute a basis for a “Cause” termination had he remained employed by the Company, (y) Executive’s disposition of stock such that he no longer owns at least 1% of the shares of capital stock of the Company, and (z) a sale of all or substantially all of the Company’s or Parent’s shares of capital stock to an Independent Third Party, or an Asset Sale (as such terms are used in the Management Investor Rights Agreement). Thereafter, the Company shall have no further obligation to Executive or his legal representatives.
Sample 1
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
Sample 1
AutoNDA by SimpleDocs
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than sixty (60) days following the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and (ii) In the event that Executive’s employment is terminated on or prior to December 31, 2013, the Company shall continue to pay Executive the amount of the Annual Base Salary Executive would have received from the Date of Termination through December 31, 2013, such payments to be paid monthly during the period commencing on the Date of Termination and ending on December 31, 2013 on the last day of the month (the “Severance Payments”). In the event that Executive’s employment after December 31, 2013, the Companies shall have no further obligation to Executive.
Sample 1

Related to With Good Reason; Without Cause

  • Termination for Good Reason or Without Cause If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

  • Without Cause; For Good Reason If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

  • 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.

  • Resignation without Good Reason The Executive may resign from the Executive’s employment without 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 Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.

  • 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 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”).

  • For Good Reason If terminated by Executive for Good Reason, upon written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the Good Reason, which termination shall be effective 30 days after the date of such notice, or such earlier date as specified in writing by the Company in its sole discretion during such 30-day period. For the avoidance of doubt, such termination shall not constitute a termination for Good Reason if Company cures the conditions identified in Executive’s notice as provided in Section 3(d)(iii).

  • Without Good Reason Subject to the terms of this Agreement, the Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written Notice of Termination to the Company at least 30 days prior to the effective date of termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Executive’s Notice of Termination).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!