Termination by Company without Cause or by Executive for Good Reason Sample Clauses

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason:

Termination by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated by action of Company other than for Cause, or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g) (including Executive’s execution of the Release (as defined herein)):

Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).

Termination by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by Executive for Good Reason pursuant to Section 7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release span...

Termination by Company without Cause or by Executive for Good Reason. If employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 8(e), the Company will provide to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits and (iv) the Equity Vesting Benefits.

Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, subject to (i) Executive’s execution of an effective General Release of Claims (i.e., not revoked) in the form attached hereto as Exhibit B (the “Release”) in accordance with the Release within fifty-three (53) days following Executive’s termination of employment and (ii) his compliance with Section 10, then:

Termination by Company without Cause or by Executive for Good Reason a) If Executive’s agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):

Termination by Company without Cause or by Executive for Good Reason. (i) If Executive's employment is terminated by the Company (or its successors) other than for Cause or by Executive for Good Reason prior to the end of the Term hereof and not within twelve (12) months following a "Change of Control" (as defined below), then Executive shall be entitled to, upon Executive's providing the Company with a signed release of claims in a form adopted by the Company's Board of Directors from time to time and subject to Executive's continued compliance with the provisions of any restrictive covenants in any other agreement or agreements between Executive and the Company or to which Executive is a party, including, without limitation, any restricted stock agreement between the Company and Executive: (A) the Accrued Benefits, (B) an amount equal to six (6) months Base Salary payable in the same manner as provided under Paragraph 3(a), and (iii) continuation of Executive's coverage under the Company's medical plan until the earlier of (x) the period of time it takes Executive to become eligible for the medical benefits program of a new employer and (y) six (6) months from the date of such termination.

Termination by Company without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment without Cause by giving written notice to Executive designating an immediate or future termination date. Executive may terminate his/her employment hereunder for Good Reason, which will be treated as a termination by the Company without Cause. The effective date of a termination by the Company without Cause or by Executive for Good Reason will be the Executive’s “Termination Date.”

Termination by Company without Cause or by Executive for Good Reason. (i) Except as provided in subsection (ii) below, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two times the sum of the current calendar year’s Base Salary and the prior year’s Cash Incentive Bonus, (B) reimbursement of COBRA health insurance premiums as described below for up to 24 months from the date of termination, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards currently held by Executive to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two times the higher of: (A) the Executive’s target bonus for the year of termination under the Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination.