Without Cause Termination and Constructive Discharge Clause Samples
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below), the Company will pay or provide the Executive, as applicable (or his surviving spouse, estate or personal representative, as applicable), subject to Section XIX:
i. a lump sum payment equal to 200% multiplied by the sum of (x) the Executive’s then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award paid to the Executive (disregarding voluntary deferrals) with respect to the three fiscal years of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs, but in no event will the amount set forth in this subsection (y) exceed 100% of the Executive’s then current Base Salary, provided that in the event of the Executive’s termination before completion of three fiscal years following the Effective Date such amount in subsection (y) shall be $650,000;
ii. subject to Section VI-D below, (x) all time-based Long Term Incentive Awards (including all stock options and stock appreciation rights and the ▇▇▇▇ ▇▇▇ Annual Grant) granted on or after the Effective Date which would have otherwise vested within one (1) year following the Executive’s termination of employment, will vest upon the Executive’s termination of employment; and (y) any performance-based Long Term Incentive Awards (including restricted stock units but excluding stock options and stock appreciation rights) granted on or after the Effective Date, will vest and be paid on a pro rata basis (to the extent that the performance goals applicable to the Long Term Incentive Award are achieved), with such proration to be determined based upon the portion of the full performance period during which the Executive was employed by the Company plus 12 months (or, if less, assuming employment for the entire performance period), with the payment of any such vested performance-based Long Term Incentive Awards to occur at the time that the awards are paid to employees generally. The provisions relating to Long Term Incentive Awards set forth in this Section will not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a Change in Control (as defined in the Equity Plan) of the Company or the Executive’s death or Disability, whether pursuant to an applicable stock plan document or award agreeme...
Without Cause Termination and Constructive Discharge. Subject to the provisions of Section VII(d), if the Executive's employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): (i) the Accrued Obligations shall be paid to the Executive in accordance with paragraph (d) below, (ii) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), on the sixty-first (61st) day following the Executive's termination of employment (or, in the event that the Release Date (as defined in Section VII(d) below is extended in accordance with the dispute provisions set forth in Section VII(d) below, upon resolution of the dispute), an amount equal to 299% multiplied by the sum of (A) the Executive's then current Base Salary, plus (B) the Executive's then current target Annual Bonus; (iii) each of the Executive's then outstanding Pre-Existing Options shall become immediately and fully vested and exercisable (to the extent not already vested) in accordance with the terms and conditions applicable to such options set forth in the agreements evidencing the terms and conditions of such awards, and shall remain exercisable for the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards; (iv) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006 (excluding any Pre-Existing Option to acquire the Company common stock) shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision thereof to the contrary, shall remain exercisable until the first to occur of the third (3rd) anniversary of the Executive's termination of employment and the original expiration date of such option or stock appreciation right; (v) all other long-term equity awards (including, without limitation, restricted stock units, but excluding the award of performance based restricted stock units granted to the Executive on August 1, 2006, which award shall be governed by the terms and conditions governing such award) shall become immediately vested. Upon such termination, the Executive shall also be entitled to the Continuation of Health Benefits.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, the Company will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive
(i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below), (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination, and (iii) an amount equal to Incentive Compensation Award at target level for the year in which the termination occurs. In addition, upon such event, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentive or compensation that is subject to vesting will become immediately and fully vested and exercisable and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (1) December 31st of the year in which they would otherwise have expired or (2) the 15th day of the 3rd month following the month in which they would have expired; provided however, that awards granted after the date of execution of this Agreement shall be extended and remain exercisable until the later of the foregoing and the second anniversary of the date of termination (subject to the original expiration date of the option). In addition, Executive shall be entitled to continue coverage under all health and welfare plans for Executive and members of Executive’s immediate family including medical and dental benefits, for up to twenty-four (24) months with Executive’s cost being no greater than the cost applicable to Executive had Executive been an active full time employee of the Company at such time.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, JTAX will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below) and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, upon such event, all of the Executive’s outstanding and unvested JTAX stock options and restricted stock units will become immediately vested. In addition, in the event that the Executive elects to continue medical and dental benefits pursuant to COBRA, for the first 12 months of such coverage, the Executive’s cost will be no greater than the cost applicable to active full time employees of JTAX.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, WEX will pay the Executive (or her surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus her then current target Incentive Compensation Award, multiplied by 100% and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, upon such event, those of the Executive’s outstanding and unvested WEX stock options and WEX restricted stock units which would have otherwise become vested between the date of termination of employment and the first anniversary of such date of termination of employment (without regard for performance-based vesting criteria) will become immediately vested. In addition, in the event that the Executive elects to continue medical and dental benefits pursuant to COBRA, for the first 12 months of such coverage, the Executive’s cost will be no greater than the cost applicable to active full time employees of WEX.
Without Cause Termination and Constructive Discharge. If the Executive's employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum amount equal to the sum of the Executive's then current Base Salary, plus the Executive's then current target Incentive Compensation Award (or, if greater, the sum of then current base salary plus then current target incentive compensation award of any other senior officer of Cendant who reports directly to the CEO) multiplied by three (3) and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, in the event of the termination of the Executive's employment due to a Without Cause Termination or a Constructive Discharge, each of the Executive's then outstanding options to purchase shares of Cendant common stock which were granted on or after the date hereof will become immediately and fully vested and exercisable and, notwithstanding any term or provision of such option to the contrary, shall remain exercisable until the first to occur of the third (3rd) anniversary of the date of such termination, and the original expiration date of such option.
Without Cause Termination and Constructive Discharge. If the Executive’s employment is terminated during the Period of Employment by Cendant due to a Without Cause Termination or by the Executive due to a Constructive Discharge (each as defined below), Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum amount equal to the Executive’s then current Base Salary plus then targeted Incentive Compensation Award, multiplied by 300% and (ii) any and all Base Salary earned but unpaid through the date of such termination. In addition, upon such event (y) each option to purchase shares of Cendant common stock granted to the Executive either on or after April 1, 2003, or on March 1, 2001, shall become fully vested and exercisable and shall remain exercisable until the first to occur of the third anniversary of such termination of employment or the original expiration date of such option and (z) each option to purchase shares of Cendant common stock granted to the Executive after March 1, 2001 (specifically excluding the option granted on March 1, 2001) and prior to April 1, 2003 shall become fully vested and exercisable and shall remain exercisable until the first to occur of the second anniversary of such termination of employment or the original expiration date of such option. Except as provided in this paragraph, Cendant will have no further obligations to the Executive hereunder.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge as defined below, subject to the Executive executing a release of claims against the Company and subsidiaries and affiliates as more fully described in paragraph D of this Section VIII, then the Company will pay the Executive a lump sum amount equal to 100% of the Base Salary, plus any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. For purposes of this Section VIII, Incentive Compensation Awards shall be deemed to be “earned” by the Executive only to the extent that the Executive remains employed by the Company or its subsidiaries or affiliates as of the end of the applicable period for which any performance tied to such award is measured. Except as provided in this paragraph (and except for any remaining obligations under any then applicable employee benefit, stock option, restricted stock or similar plan (and any agreements entered into in connection therewith) and except as provided in Section XV below) the Company and its subsidiaries and affiliates will have no further obligations to the Executive hereunder.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge as defined below, subject to the Executive executing a release of claims against Cendant as more fully described in paragraph D of this Section VIII (i) Cendant will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such event (a) a lump sum amount equal to the Executive’s then current Base Salary, plus the Executive’s then current target Incentive Compensation Award, multiplied by three (3) and (b) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination, (ii) each option to purchase shares of Cendant common stock granted to the Executive on or after the date hereof shall, upon such event, become fully vested and exercisable and shall remain exercisable until the first to occur of the second anniversary of such termination of employment or the original expiration date of such option and (iii) the Executive shall be provided with post-termination medical insurance benefits for such period of time, and on such terms and conditions, no less favorable than as provided to any other Senior Executive Vice President of Cendant following the date of this Agreement.
Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below), the Company will pay or provide the Executive, as applicable (or his surviving spouse, estate or personal representative, as applicable), subject to Section XIX: i a lump sum payment equal to 200% multiplied by the sum of (x) the Executive’s then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award paid to the Executive (disregarding voluntary deferrals) with respect to the three fiscal years of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs, but in no event will the amount set forth in this subsection (y) exceed 100% of the Executive’s then current Base Salary;