Termination of Employees Employment. For purposes of this Section 3.1(d), the term “pro rata portion” shall mean, with respect to any award of time-vested RSUs, time- vested RSAs or time-vested options, a percentage, when expressed as a fraction, the numerator of which is the number of days from and after the date that begins the vesting period applicable to such installment of RSUs, RSAs or options during which Employee was an employee of the Company, and the denominator of which is the total number of days in the vesting period(s) applicable to such installment of RSUs, RSAs or options assuming Employee had been an employee throughout such vesting period and no event or other matter occurred that would accelerate the vesting of such award. Any options that vest pursuant to this Section 3.1(d) shall remain exercisable through the post-termination exercise period set forth in or contemplated by the agreement evidencing the option. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.3 hereof, then Employee shall not be entitled to any payment or benefit under this Section 3.1. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.1(c) and (d) and Employee has attained Retirement Eligibility, then Employee shall be entitled to the greater of the payment or benefit under Section 3.1(c) and (d), determined on an aggregate basis with respect to the Eligible RSAs, on the one hand, or Section 3.2, determined on an aggregate basis with respect to the Eligible RSAs, on the other hand. Solely for purposes of this paragraph, the determination of the Eligible RSAs shall assume that the date of Retirement Termination of Employment shall be deemed to have occurred as of the date of the termination of his or her employment regardless of whether such termination occurred due to a Termination of Employee’s Employment or a Retirement Termination of Employment. 3.2
Termination of Employees Employment. “Termination of Employee’s Employment” means that (a) the Company has terminated Employee’s employment with the Company (including any affiliate or subsidiary of the Company) other than for Cause, death, Disability or a Retirement Termination of Employment, or (b) Employee, by written notice to the Company, has terminated his employment with the Company (including any affiliate or subsidiary of the Company) for Good Reason other than due to a Retirement Termination of Employment. A Termination of Employee’s Employment is intended to mean a termination of employment which constitutes a “separation from service” under the Code for purposes of non-qualified deferred compensation payable hereunder on or by reference to the Employee’s separation from service. 5.15
Termination of Employees Employment. Employee’s employment with the Company terminated on the Separation Date.
Termination of Employees Employment. 6.1 Termination of Employment by the Company for Cause. Employee's employment may be terminated by the Company at any time for "
Termination of Employees Employment. NO EFFECT In the event that pursuant to an Employment Agreement, an Employee's employment with the Company is terminated and the Shares are returned to, or repurchased by, the Company, this Agreement shall continue uninterrupted and in full force and effect as between the Company, the Investors and the remaining Employees.
Termination of Employees Employment. The Parties hereto covenant and agree that, as of the Effective Date of this Agreement, the Employee’s employment as the Company’s Chief Executive Officer ceases and terminates. The Company hereby agrees that the Employee’s termination is “Without Cause” in accordance with paragraph 8(c) of the Employment Agreement.
Termination of Employees Employment. (the "Separation Date") pursuant to this Agreement shall be effective as follows:
Termination of Employees Employment. In furtherance of the foregoing, Seller shall terminate all Employee Agreements and other employment arrangements with the Employees effective as of the Closing Date and Seller shall be liable for and shall pay all amounts due to such Employees with respect to their employment by Seller and all severance payments or other termination benefits (if any), due to any of the Employees as a result of the termination of their employment with Seller, subject to any settlement agreements to be entered into by Seller and such Employees (subject to applicable Law).
Termination of Employees Employment. 4.1 Termination by the Company due to Death, Permanent Disability or other than for Cause. If Employee's employment is terminated by the Company due to Employee's death or Permanent Disability or other than for Cause (as defined below), then (i) the Company shall continue to pay Employee's Base Salary and to provide Employee with medical, dental and life insurance on the same basis as provided to active executives of the Company for the remainder of the Term, subject to the terms of any third party agreement relating to the provision of such benefits; and (ii) the Company shall pay Employee the Accrued Obligations (as defined below).
Termination of Employees Employment. Employee agrees and acknowledges that if Employee breaks any of the promises made in Sections 3 or 18 of this Separation Agreement, or any of the provisions of the Employment Agreement that survive the termination of Employee’s employment, Employee shall forfeit, and Tesco shall not be obligated to pay, any sums described in Section 1 above not yet paid to Employee. Furthermore, any such breach by Employee shall entitle Tesco to recover all sums previously paid to Employee under this Separation Agreement. In the event of any breach of this Separation Agreement by Employee, or in the event Tesco must bring suit to defend its interests under this Separation Agreement, or any of the provisions of the Employment Agreement that survive the termination of Employee’s employment, Employee shall pay all costs and expenses incurred by any released person or entity in successfully defending itself and/or in seeking relief on the basis of Employee’s conduct. Such costs and expenses shall include, but are not limited to, reasonable attorneys’ fees and court costs. Reasonable attorneys' fees shall include both the cost of in-house counsel's time and the fees of outside counsel. In addition, Employee acknowledges that Employee’s breach of the Confidentiality provisions of this Separation Agreement is likely to result in irreparable and unreasonable harm to Tesco and that injunctive relief, as well as damages, would be appropriate in such circumstances.
