Without Cause, With Severance Sample Clauses

Without Cause, With Severance. The Corporation may terminate Employee's employment immediately at any time and for any reason without Cause upon providing notice to Employee. However, in such event the Corporation shall pay Employee any earned and unpaid bonus or incentive compensation, if any, on a pro rata basis for the period through the Employee's termination date. In addition, provided that Employee meets all of the conditions set forth in this paragraph for receiving severance pay, the Corporation shall pay Employee severance pay in monthly installments equal to 1/12 of Employee's annualized base salary at the time of termination, less applicable withholdings, up to the earlier of (i) three (3) months from the date of Employee's date of termination or (ii) the date on which Employee begins earning income from self-employment, employment, consulting, independent contracting, or other work activities. Employee shall only be entitled receive the severance pay described herein if Employee meets all of the following conditions:

Without Cause, With Severance. The Corporation may terminate the Employee’s employment immediately at any time and for any reason without Cause upon providing notice to the Employee. However, in such event, provided that the Employee meets all of the conditions set forth in this paragraph for receiving severance pay, the Corporation shall pay the Employee severance pay in the amount of one year’s base salary at his then current base salary (the “Severance Amount”) payable in a lump sum within sixty (60) days after termination, together with any earned but unpaid non-equity incentive compensation. The Employee shall only be entitled to receive the Severance Amount described herein if the Employee (a) complies with his separate Non-Competition, Non-Solicitation, and Confidentiality Agreement with an effective date of October 18, 2011 and (b) before the 60th day after his termination, signs, does not rescind and complies with a Confidential Separation Agreement at the time of termination in a form prepared by the Corporation that includes in part: (i) agreement to a general release of any and all legal claims; (ii) return of all of the Corporation’s property in the Employee’s possession; and (iii) agreement not to disparage the Corporation and its representatives. Such release shall not release or waive Employee’s rights to indemnification or advancement of expenses from the Corporation in accordance with and subject to the Corporation’s Articles of Incorporation, Bylaws, and Section 302A.521 of the Minnesota Business Corporations Act.

Without Cause, With Severance. The Corporation may terminate the Employee’s employment immediately at any time and for any reason without Cause upon providing notice to the Employee. However, in such event, provided that the Employee meets all of the conditions set forth in this paragraph for receiving severance pay, the Corporation shall pay the Employee severance pay in the amount of one year’s base salary at his then current base salary (the “Severance Amount”) payable in a lump sum within sixty (60) days after termination. The Employee shall only be entitled to receive the Severance Amount described herein if the Employee (a) complies with his separate Non-Competition, Non-Solicitation, and Confidentiality Agreement with an effective date of October 18, 2011 and (b) signs, does not rescind, and complies with a Confidential Separation Agreement at the time of termination in a form prepared by the Corporation that includes in part: (i) agreement to a general release of any and all legal claims; (ii) return of all of the Corporation’s property in the Employee’s possession; and (iii) agreement not to disparage the Corporation and its representatives.

Without Cause, With Severance. The Corporation may terminate the Employee’s employment immediately at any time and for any reason without Cause upon providing notice to the Employee. However, in such event the Corporation shall pay the Employee any earned and unpaid bonus, if any, on a pro rata basis for the period through the Employee’s termination date. The amount of such bonus, if any, shall be calculated based on the Corporation’s annualized gross sales revenue as of the last day of Employee’s employment and shall be paid in a lump sum approximately sixty (60) days after termination. In addition, provided that the Employee meets all of the conditions set forth in this paragraph for receiving severance pay, the Corporation shall pay the Employee severance pay in a lump sum equal to one year’s base salary within sixty (60) days after termination. The Employee shall only be entitled to receive the severance pay described herein if the Employee signs and does not rescind a Confidential Separation Agreement at the time of termination in a form prepared by the Corporation that includes: (i) agreement to a general release of any and all legal claims; (ii) return of all of the Corporation’s property in the Employee’s possession; and (iii) agreement not to disparage the Corporation and its representatives.

Without Cause, With Severance. The Corporation may terminate Employee’s employment immediately at any time and for any reason without Cause upon providing notice to Employee. However, in such event the Corporation shall pay Employee any earned and unpaid bonus or incentive compensation, if any, on a pro rata basis for the period through the Employee’s termination date. In addition, provided that Employee meets all of the Severance Pay Conditions (as hereinafter set forth in this Paragraph 5.2), the Corporation shall pay Employee severance pay in bi-weekly installments equal to the total of 1/26th of Employee’s Base Salary at the time of termination, less applicable withholdings, for three (3) months from the date of Employee’s date of termination (the “Severance Period”) (collectively, the “Severance Base Pay”), plus the pro rata amount of the Employee’s Incentive Compensation which could have been earned during the Severance Period, which amount shall be calculated by annualizing the amount of Incentive Compensation paid to Employee from January 1st of each year through the date of termination of employment and then multiplying said amount by the ratio of the number of days in the Severance Period to 365, less applicable withholdings (the “Severance Incentive Compensation”) (for purposes of this Agreement, the Severance Base Pay and the Severance Incentive Compensation shall hereinafter be referred to as the “Severance Pay”). For example, without limitation, assume the Employee was terminated on June 30, the Incentive Compensation earned by the Employee from January 1 through June 30 was $30,000 and that the Severance Period was 90 days. The Employee would receive Severance Incentive Compensation of $14,794 [($30,000 x 2) x 90/365.] Employee shall only be entitled to receive the Severance Pay described herein if Employee signs a Separation Agreement at the time of termination in a form prepared by the Corporation that includes adequate provisions for the following: (i) Employee’s general release of any and all legal claims; (ii) Employee’s return of all of the Corporation’s property in Employee’s possession; (iii) nondisparagement of the Corporation and its representatives; (iv) confidentiality of terms; and (v) acknowledgement of Employee’s continuing contractual obligations to the Corporation, including Employee’s continuing noncompetition, confidentiality, return of property, and invention obligations under Paragraphs 6, 7, 8, and 9 of this Agreement (collectively, all of the condit...

Without Cause, With Severance. The Corporation may terminate Employee’s employment immediately at any time and for any reason without Cause upon providing notice to Employee. However, in such event the Corporation shall pay Employee severance pay as provided in Paragraph 5.6 and shall pay Employee any earned and unpaid bonus or incentive compensation, if any, on a pro rata basis for the period through the Employee’s termination date.

Related to Without Cause, With Severance

Termination Without Cause; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;
Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.
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 without Cause or Resignation with Good Reason The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following:
Involuntary Termination Without Cause and Voluntary Termination with Good Reason With written notice to the Executive at least thirty (30) days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the notice period. With advance written notice to the Bank as provided in clause (y), the Executive may terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) of this Section 3.4 are satisfied:
Without Cause; Good Reason (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination (as defined in Section 5(e)) to the Executive.
Termination of Employment Without Cause or for Good Reason (a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:
For Cause Termination If Executive’s employment with the Company is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than: (i) any accrued but unpaid Base Salary; (ii) any accrued but unused paid time off, (iii) reimbursement for any business expenses properly incurred by Executive prior to the date of termination in accordance with Section 4(b) hereof; and (iv) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination (collectively, the “Accrued Benefits”). The Accrued Benefits shall in all events be payable on the Company’s first regularly scheduled payroll date which occurs at least ten (10) days after the date of termination (other than Base Salary, which shall be payable as provided in Section 3(a) hereof).
Without Cause Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).
Termination for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

Without Cause, With Severance Sample Clauses

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