Consequences of Termination of Employment Clause Samples

Consequences of Termination of Employment. The consequences of the Holder’s termination of employment during the Performance Cycle and before a Change in Control shall be as follows: i. In the case of a termination of the Holder’s employment with the Company (a “Termination of Employment”) by the Company for Cause, the Units shall be forfeited as of the date of the Termination of Employment. For purposes of this Grant Agreement, the Holder’s Termination of Employment shall be considered to be for “Cause” if it is a termination for “Cause” pursuant to an Individual Agreement to which the Holder is a party that is then in effect or, if there is no Individual Agreement in effect that defines “Cause”, “Cause” shall have the meaning set forth in the Plan.

Consequences of Termination of Employment. 7.1 Termination by the Company other than for Cause or Termination by Executive for Good Reason. If the Company terminates Executive's employment other than for Cause or if Executive, for Good Reason terminates his employment, Executive shall be entitled to receive from the Company (at Executive's election which must be exercised within 30 days of termination), either (i) within twenty days of such election, a lump sum payment in an amount equal to the sum of his Base Salary (plus guaranteed bonus) payments to which Executive would be entitled under this Agreement as a full-time employee of the Company for the balance of Executive's term of employment under this Agreement (from the date of termination); such lump sum payment discounted to present value using the interest rate offered at the date of termination by The Chase Manhattan Bank, N.A., on a certificate of deposit for a period of time equal to the remaining term of this Agreement at the date of termination and subject to the noncompetition covenant for the then balance of the Term as set forth in Section 8.1; or (ii) receive all Base Salary plus guaranteed bonus payments for the remaining term of this Agreement; provided, however, that should Executive elect to become employed by a competitor of the Company after termination (whether as an officer, director, employee, consultant or otherwise), the Company may offset against the amounts it owes Executive all compensation derived from such competitive employment. Executive agrees to notify the Company within five (5) business days of being employed by a competitor of the Company and to provide the Company with such documentation as the Company may reasonably request (including, but not limited to, copies of his Forms W-2) in order to enable the Company to verify the amount of Executive's compensation from any competitor.

Consequences of Termination of Employment. Unless the Company requests otherwise in writing, upon termination of your employment for any reason, you will be deemed to have immediately resigned from all positions as an officer (and/or director, if applicable) with the Company (and its affiliates and or institutions) as of your last day of employment (the “Termination Date”). Upon termination of your employment for any reason, you will receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any bonus amount that has been determined to have been earned with respect to a performance period that has ended on or prior to your termination of employment, but which remains unpaid; (iii) any payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iv) any unreimbursed valid business expenses for which you have submitted properly documented reimbursement requests, and (v) your then outstanding prior equity awards as governed by their applicable terms (collectively, (i) through (v) are the “Accrued Pay”). You may also be eligible for other post-employment payments and benefits as provided in this Agreement.

Consequences of Termination of Employment. The consequences of the Holder’s termination of employment during the Performance Cycle and before a Change in Control shall be as follows: i. In the case of a termination of the Holder’s employment with the Company (a “Termination of Employment”) by the Company for Cause, the Units shall be forfeited as of the date of the Termination of Employment. ii. In the case of a Termination of Employment as a result of the Holder’s death or Disability after June 30, 2011, the number of Units earned shall be determined based on actual achievement of the Company Performance Measures through the most recently completed fiscal year prior to such Termination of Employment and TSR (calculated as if the most recently completed fiscal year prior to such Termination of Employment had been the end of the Performance Cycle). Any Units which become earned pursuant to this Section 4.ii shall be settled on or within 60 days after the date of such Termination of Employment, but in no event later than the Settlement Date, in accordance with Section 7. Notwithstanding anything in this Section 4.ii to the contrary, in the case of a Termination of Employment as a result of the Holder’s death or Disability on or after July 1, 2011 and before 2012, the number of Units earned shall be based on 100% of the target award level payout for the 2011 fiscal year, to be settled on or within 60 days after such Termination of Employment, but in no event later than March 15, 2012. iii. In the case of a Termination of Employment as a result of the Holder’s Retirement, the number of Units earned shall be determined as follows: first, the Committee shall determine the number of Units earned based on actual achievement of the Company Performance Measures and TSR following the end of the Performance Cycle; and second, the number of Units so obtained shall be multiplied by a fraction, the numerator of which is the total number of full months elapsed from the first day of the Performance Cycle to the date of the Holder’s Termination of Employment and the denominator of which is the total number of months in the Performance Cycle. Such number of Units shall then be settled in accordance with Section 7 as for all other holders whose awards are settled on the Settlement Date. iv. In all other cases, the Units shall be forfeited as of the date of the Termination of Employment.

Consequences of Termination of Employment. Unless the Company and you otherwise agree in writing, upon termination of your employment as CEO and President for any reason, you shall be deemed to have immediately resigned from all positions as an officer (and/or director, if applicable) with the Company (and its respective affiliates) as of your last day of employment (the “Termination Date”). Upon termination of your employment as CEO and President for any reason, you shall receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed valid business expenses for which you have submitted (or timely submit) properly documented reimbursement requests in accordance with Section 4, and (iv) your then outstanding equity compensation awards will be governed by their applicable terms (collectively, (i) through (iv) are the “Accrued Pay”). You may also be eligible for other post-employment payments and benefits as provided in this Agreement. For purposes of this Agreement, “Qualifying Termination” means (1) either (a) a termination of your employment as CEO and President without Cause by the Company, or (b) your resignation as CEO and President for Good Reason, and (2) that you have timely complied with the release of claims requirements of Section 6(e). For the avoidance of doubt, a termination of your employment due to death or Disability is addressed in Section 6(d) below and will not be considered a Qualifying Termination.

Consequences of Termination of Employment. (i) Termination by the Company without Cause or by Executive for Good Reason prior to the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.3 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. (ii) Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date. Executive shall receive the benefits described in this paragraph 4.b (including the benefits set forth in paragraph 4.b. i.) if the Executive’s employment is terminated without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.

Consequences of Termination of Employment. Executive shall be entitled to the following compensation from the Company (in lieu of all other sums owed or payable to Executive) upon the termination of employment as described below: (a) Death, Disability, Voluntary Resignation without Good Reason or by the Company with Cause. If Executive's employment and the Employment Term are terminated (1) by reason of Executive's death or Disability, (2) by Executive without Good Reason or (3) by the Company for Cause, the employment period under this Agreement shall terminate without further obligations to Executive or Executive's legal representatives under this Agreement except for: (i) any Base Salary earned but unpaid, any accrued but unused vacation pay payable pursuant to the Company's policies and any unreimbursed business expenses payable pursuant to Section 6 (which amounts, in the case of the death of Executive, shall be promptly paid in a lump sum to Executive's estate), (ii) any other amounts or benefits earned, accrued and owing to Executive under the then applicable employee benefit plans, long term incentive plans or equity plans and programs of the Company, including, without limitation, any earned but unpaid incentive bonus for any prior completed fiscal year, and (iii) except in the case of a termination by the Company for Cause or by Executive without Good Reason, a pro-rata portion (based on the number of days Executive is employed by the Company during the fiscal year of such termination) of Executive's incentive bonus earned for the fiscal year in which termination occurs, which, in any case, shall be paid in accordance with the applicable plans, programs and agreements, and any unpaid reimbursable business expenses (such amounts referred to in clauses (i) and (ii), collectively, the "ACCRUED AMOUNTS").

Consequences of Termination of Employment. Unless the Company requests otherwise in writing, upon termination of your employment for any reason, you will be deemed to have immediately resigned from all positions as an officer (and/or director, if applicable) with the Company (and its affiliates and or institutions) as of your last day of employment (the “Termination Date”). Upon termination of your employment for any reason, you will receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any payments/vested benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, and (iii) any unreimbursed valid business expenses for which you have submitted properly documented reimbursement requests (collectively, (i) through (iii) are the “Accrued Pay”). You may also be eligible for other post-employment payments and benefits as provided in this Agreement.

Consequences of Termination of Employment. For purposes of this Agreement, your last day of employment with the Company is the “Termination Date”. Upon termination of your employment for any reason, you shall receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed valid business expenses for which you have submitted properly documented reimbursement requests and (iv) your then outstanding Compensatory Equity as governed by their applicable plan (collectively, (i) through (v) are the “Accrued Pay”). After termination of your employment by the Company without cause or by you for Good Reason, and whether or not the Mutual Release described in Section 6(e) is executed by you, the Company shall pay the entire premiums for your Company group medical, dental and vision insurance coverage for you and your dependents for 6 months after the Termination Date with coverage no less favorable than as of immediately before your Termination Date (the “Continuing Health Coverage”). If it becomes unreasonable for the Company to continue to pay for this Continuing Health Coverage for you (or imposes adverse tax consequences on you) because of changes in applicable law then the Company shall make the premium payments to you on an after-tax basis. You will also be paid all other post-employment payments and benefits as provided in this Agreement including without limitation any unpaid bonus amounts described in Section 3(b), which will be paid over six (6) months. Within no later than 90 days after the later of your Termination Date or the date that you are not considered to be a ten percent (10%) shareholder under Section 16 of the Exchange Act, you shall no longer be considered a Company affiliate and the Company shall use commercially reasonable efforts to facilitate the timely removal of any restrictive legends on any shares of Company common stock then held by you.