UPON TERMINATION BY THE COMPANY Sample Clauses

UPON TERMINATION BY THE COMPANY. Without Cause or by Executive for Good Reason Prior to a Change in Control. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall:
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON OR PURSUANT TO A CHANGE IN CONTROL RESIGNATION. If Executive's employment is terminated (i) by the Company Without Cause, or (ii) by Executive for Good Reason, or (iii) pursuant to a Change in Control Resignation, the Company shall:
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UPON TERMINATION BY THE COMPANY. WITHOUT CAUSE, OR BY EXECUTIVE FOR GOOD REASON, OR BY EXECUTIVE AFTER DECEMBER 31, 2003, OR UPON EXPIRATION OF THIS AGREEMENT . If Executive's employment is terminated by the Company without Cause, or if Executive's employment is terminated by Executive for Good Reason, or if Executive's employment is terminated after December 31, 2003, by Executive other than upon Executive's death or Total Disability and other than for Good Reason, or if the term of this Agreement expires (whether or not Executive remains employed by the Company), the Company shall:
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UPON TERMINATION BY THE COMPANY. Without Cause or by the Executive ------------------------------------------------------------------- for Good Reason Following a Change of Control. --------------------------------------------------- (a) If, following a Change of Control, the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall make the payments and provide to the Executive the same benefits set forth in Section 4.2 hereof. In addition, all unvested stock options owned by the Executive at the date of termination shall become fully vested at the termination date, and the Executive (or his estate or beneficiaries) shall have the right to exercise all vested, unexercised stock options outstanding at the termination date (including the accelerated options) in accordance with the terms (except the vesting terms with respect to the accelerated options) of the plans and agreements pursuant to which such options were issued. (b) Notwithstanding anything herein to the contrary, if the deductibility by the Company of any payments to be made to the Executive under this Agreement would be limited by Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or if an excise tax would be imposed with respect to such payments under Section 4999 of the Code, or any successor provisions thereto, the payments to be made to the Executive hereunder shall automatically be limited to an amount equal to the maximum amount that would otherwise be deductible by the Company under Code Section 280G and that will not result in an excise tax under Code Section 4999; provided, however, that if pursuant to a -------- ------- final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, any portion of the aggregate payments made hereunder would not be deductible by the Company under Code Section 280G, the Executive agrees to pay to the Company, upon demand, an amount equal to the sum of (i) the portion of such amount that would not be deductible by reason of Code Section 280G, and (ii) interest on the amount set forth in clause (i) of this sentence at the Applicable Federal Rate (as defined in Section 1274(d) of the Code) from the date of receipt of such excess payment through the date of repayment. In applying the provisions of this Section, if, for any reason, any exemption from the applica...
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Related to UPON TERMINATION BY THE COMPANY

  • Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

  • Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.

  • Termination by the Company for Cause The Executive’s employment under this Agreement may be terminated by the Company for Cause at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement, a termination shall be for Cause if:

  • Termination by the Consultant The Consultant may terminate the provision of his services under this Agreement on not less than 30 days' notice to the Company, in which case the obligations of the Company will be the same as though the services were terminated for cause.

  • Termination by the Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

  • Termination by the Bank The Bank may terminate the employment of the Executive as follows:

  • Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"):

  • Termination by the Company for Just Cause 7.2 The Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu of notice, for Just Cause.

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

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