Without Cause or for Good Reason Sample Clauses
Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason:
(i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");
(ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus");
(iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.
(iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services ...
Without Cause or for Good Reason. If Executive’s employment with Bank is involuntarily terminated without Cause within two (2) years after a Change of Control (as defined below) shall have occurred or if Executive terminates employment with Bank for Good Reason within two (2) years after a Change of Control shall have occurred, Executive shall be entitled to receive, subject to any applicable delay set forth in Section 19 below:
(i) The Accrued Obligations (as defined in Section 6(a));
(ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release:
(A) A payment equal to two (2) times Executive’s annual base salary in effect immediately preceding such termination payable in one lump sum, less all applicable withholdings, on the sixtieth (60th) day after Executive’s termination of employment (the “Severance Benefit”); and
(B) For eighteen (18) months after the date of termination, Executive shall receive coverage under all Health Care Plans in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for eighteen (18) months after the date of termination with such payments to be made in accordance with Bank’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided, less all applicable withholdings. To the extent allowed by applicable law, the 18-month Health Care Continuance Benefit period shall run concurrently with the period for which Executive and/or Executive’s spouse and any o...
Without Cause or for Good Reason. A. If this Agreement and Executive’s employment hereunder is terminated without Cause pursuant to Section 7(e) hereof or terminated by Executive for Good Reason pursuant to Section 7(f) hereof, Company shall have no obligation to Executive or legal representatives of Executive other than (conditioned upon Section 8(f)(B) below):
(i) payment of termination compensation in an amount equal to (a) two (2) times Executive’s annual Base Compensation in effect on the date of such termination (the “Base Compensation Severance”), plus (b) an amount equal to two (2) times Executive’s “target bonus” (as that term is used in the current bonus plan applicable to full time officers of Company, or its equivalent if the term or plan should be amended) for the year of such termination (the “Bonus Severance”). The Base Compensation Severance shall be payable as follows: (x) an amount equal to the maximum separation pay amount for the Executive determined under Treas. Reg. § 1.409A-1(b)(9)(iii) and (v)(D) for the year in which the termination of employment occurs shall be paid over the two-year period following the date of termination and (y) the amount equal to the total amount of Base Compensation Severance, less the amount set forth in the preceding clause (x), shall be paid over the period commencing on the date of termination and ending on December 31 of the year following the year of termination. All payments of Base Compensation Severance shall be payable in accordance with the Company’s payroll cycle in substantially equal amounts determined separately for each of the two payment periods designated in the foregoing clauses (x) and (y), commencing on the date of termination, subject to Section 8(f)(B) and Section 8(g). The Bonus Severance shall be payable as follows: (I) fifty percent (50%) of the Bonus Severance shall be paid in the February immediately following the date of termination and (II) fifty percent (50%) of the Bonus Severance shall be paid in the earlier of (x) the second February immediately following the date of termination or (y) the December of the year following the year in which the termination occurs. All payments of Base Compensation Severance and Bonus Severance shall be subject to applicable withholding taxes.
(ii) continued coverage of medical benefits at the same cost as similarly situated active employees for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first;
(iii) payment of any accrue...
Without Cause or for Good Reason. If either Employer terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason during the Term, Executive shall be entitled to receive, subject to any applicable delay set forth in Section 19 below:
(i) The Accrued Obligations (as defined in Section 6(a)); and
(ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release:
(A) A payment in a monthly amount equal to one-twelfth (1/12) of Executive’s annual base salary in effect immediately preceding such termination for twelve (12) months, payable in accordance with Employer’s established payroll practices (but no less frequently than monthly), provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of employment shall be paid in a lump sum on the sixtieth (60th) day after Executive’s termination of employment; and
(B) For twelve (12) months after the date of termination, Executive shall receive coverage under all employee health insurance programs or plans (medical, dental and vision) (“Health Care Plans”) in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Termination Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Termination Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for twelve (12) months after the date of termination with such payments to be made in accordance with Employer’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which ...
Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and in either case Executive signs a waiver and release of claims (in substantially the form attached hereto as Exhibit A, or in such other form of release as the Company may require (the “Release”)) on or within the time period set forth therein, but in no event later than 45 days after Executive’s termination date, and allows such Release to become effective in accordance with its terms (such latest permitted date on which the Release could become effective, the “Release Deadline”), then Executive will receive the following benefits:
Without Cause or for Good Reason. In the event the Executive’s employment with the Company is terminated during the Contract Period by the Company without Cause, or by the Executive for Good Reason, then the Executive will be entitled to the compensation and benefits provided in Section 4.
Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated during the Employment Period (x) by the Company without Cause (other than by reason of the Executive’s Disability or due to the expiration of the Employment Period) or (y) by the Executive for Good Reason (in either case, a “Qualifying Termination”), then following the Executive’s Separation from Service (as defined below) (such date, the “Date of Termination”), in each case, subject to and conditioned upon compliance with Section 4(d) hereof, in addition to the Accrued Obligations:
Without Cause or for Good Reason. In the event of the Executive’s Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive the amounts or benefits described in paragraphs (A), (B), (C) and (D) below at the times specified below, and, except for (x) any vested benefits under any tax-qualified pension plans of the Company and (y) continuation of health insurance benefits on the terms and to the extent required by COBRA or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.
Without Cause or for Good Reason. If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Employer pursuant to Section 3.1 or 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the Accrued Rights, and (ii) if, on the Date of Termination, the Employer does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, by the Release Expiration Date, and non-revocation of an executed release acceptable to the Employer, which shall be substantially in the form of the release contained at Appendix A (the “Release”), Executive shall receive the following additional compensation and benefits from the Employer (but no other additional compensation or benefits after such termination):
Without Cause or for Good Reason. If the Corporation shall terminate Executive's employment without Cause or if Executive shall terminate his employment for Good Reason, this Agreement shall terminate without further obligation to Executive hereunder, other that the obligation (i) to continue to pay Executive in accordance with the Corporation's normal payroll payment procedures his Base Salary from the Date of Termination at the rate in effect on the Date of Termination through the next anniversary of the Effective Date; and (ii) to continue to provide Executive with the benefits set forth in Paragraph 4(a) through the next anniversary of the Effective Date.