By Company Other Than For Due Cause Sample Clauses

By Company Other Than For Due Cause. If Employee's employment with the Company is terminated by the Company for any reason other than as provided in Paragraph 3(a) hereof, the Company shall provide to Employee supplemental retirement benefits provided in Paragraph 4 and the additional medical benefits provided in Paragraph 5.
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By Company Other Than For Due Cause. If Executive's employment under this Agreement is terminated by the Company for any reason other than as provided in Section 12(a) hereof, the Company shall (i) within 30 days after Executive's employment is terminated pursuant to this Section 12(d), pay to Executive a lump sum amount equal to the greater of (x) three times the yearly compensation ("yearly compensation" means the highest total of base salary, commissions, and bonuses in any of the prior three years [excluding the Retention Bonus and treating the Pre-Tax Income Bonus as the higher of the target or actual Pre-Tax Income Bonus for such year]) or (y) the yearly compensation (as defined in Section 12(d)(i)(x) above) multiplied by the years, whole and partial, remaining in the Employment Period; (ii) permit Executive's and Executive's dependents continued participation (on the same terms and conditions as would be applicable had Executive remained actively employed) in Company medical plans previously available to Executive for a period of two years following such termination; (iii) cause all outstanding, unexercised and unexpired options and warrants to be fully vested and immediately exercisable for the remainder of their original term and cause the Executive Stock to be fully vested; and (iv) immediately pay to the issuer of the insurance policy on the life of Executive an amount of cash necessary, with the addition of the anticipated portion of the future premiums otherwise to be paid by the Executive, to make the policy "fully paid up" so that the policy would be self-sustaining without further payments by either the Company or the Executive. In addition, the Company shall pay in a cash lump sum to Executive upon such termination an amount equal to the benefits under the Savings Plan described in Section 4 hereof that are not fully vested and nonforfeitable as of such termination. The Executive will also have the opportunity to receive the Consulting Payments as described in Section 12(j). (e)
Sample 1
By Company Other Than For Due Cause. If Employee's employment under this Agreement is terminated by the Company prior to the expiration of the Employment Term for any reason other than as provided in Paragraph 13(a) or (b) hereof, the Company shall (i) pay to Employee in a lump sum an amount equal to the sum of one year's base salary under Paragraph 2 and the 1997 minimum bonus amount under Paragraph 5 and (ii) cause (x) the stock options previously granted to Employee and outstanding to be vested and immediately exercisable for their entire remaining term notwithstanding such termination of employment (but such options may expire subsequently by reason of their terms other than by reason of termination of employment) and (y) any Conditional Stock Awards previously granted and outstanding to be cashed out by the payment of a lump sum amount equal to the product of the number of Conditional Stock Units so granted and outstanding on the date of termination times the fair market value of a share of Common Stock of the Company on the date of termination and all of such Conditional Stock Awards shall be thereafter cancelled.
Sample 1
By Company Other Than For Due Cause. If Employee's employment under this Agreement is terminated by the Company for any reason other than as provided in Paragraph 11(a) hereof, the Company shall (i) pay to Employee in a lump sum amount the amount of annualized salary compensation that would have been paid to Employee under Paragraph 3 for the remainder of the Employment Term, (ii) permit Employee and Employee's dependents continued participation in Company medical plans previously available to Employee for the remainder of the Employment Term.
Sample 1
By Company Other Than For Due Cause. If Employee's employment under this Agreement is terminated by the Company for any reason other than as provided in Paragraph 18(a) hereof and other than after a change in control of the Company (as defined in Paragraph 16), the Company shall (i) pay to Employee in a lump sum amount twice the amount of current annualized salary compensation being paid to Employee under Paragraph 2, (ii) permit Employee's and Employee's dependents continued participation in Company medical plans previously available to Employee for a period of two years following such termination and (iii) cause the Initial Stock Option granted pursuant to Paragraph 3 to be fully vested and immediately exercisable for a period of 730 days following such termination of employment. Any other stock options will continue to vest and
Sample 1

Related to By Company Other Than For Due Cause

  • By the Company Other than for Cause The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive.

  • Termination by the Company Other than for Cause (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

  • Good Reason; Other Than for Cause If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason:

  • Termination Other Than for Cause If the Employee ceases to be employed by the Company and all Related Corporations, other than by reason of death or disability as defined in Section 5 or termination for Cause as defined in Section 4(c), no further installments of this option shall become exercisable, and this option shall terminate on the earlier of (i) thirty (30) days after the date of termination of the Employee's employment, or (ii) the scheduled expiration date of this option. In such a case, the Employee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • By Company for Cause Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

  • Termination by Employee other than for Good Reason The Employment under this Agreement may be terminated by Employee other than for Good Reason by written notice to the Board at least sixty (60) days prior to such termination. During the notice period, Employee shall diligently perform any assigned duties. The Company may make such resignation effective at any point during the notice period.

  • Cause; Other than for Good Reason If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

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