Death, Disability, Without Cause or for Good Reason Sample Clauses

Death, Disability, Without Cause or for Good Reason. In the event of a termination by reason of Employee’s death or Disability or in the event that, either prior to a Change of Control or more than two years following a Change of Control, the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee (or his estate) shall be entitled to:
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Death, Disability, Without Cause or for Good Reason. In the event of the Participant’s Termination of Service at any time due to the Participant’s death or Disability, by the Company or any Affiliate without Cause or by the Participant’s Resignation for Good Reason, the Restricted Shares shall fully vest and become non-forfeitable on the date of any such termination. For purposes of this Agreement, Cause and Resignation for Good Reason shall have the respective meanings set forth in the Employment Agreement between the Participant and the Company.
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Death, Disability, Without Cause or for Good Reason. If the Executive's employment is terminated due to death or disability of the Executive (pursuant to Section 5(a)(ii) or (iii)), by the Company without Cause (pursuant to Section 5(a)(v)), or by the Executive for Good Reason (pursuant to Section 5(a)(iv)), the Executive (or, in the event of his death, his estate or beneficiaries) shall be entitled to a payment in the amount of four hundred and seventy thousand ($470,000) dollars payable in equal monthly installments over a period of twelve (12) months beginning on the first day of the month next following the date of termination of employment unless Executive makes an election prior to receipt of the first installment hereunder to increase the duration of such period up to a maximum of thirty-six (36) months; provided however, that if such termination occurs pursuant to the provisions of Section 5(a)(iv)(C) above such payment shall be made in a single sum on the date of termination without discount for early payment (the "Severance Period"). In addition, any outstanding balance of the Loan (principal and interest) shall become due on the date of such termination and shall be payable in equal installments over the Severance Period with all repayments owed by Executive being deducted from Executive's monthly installments or single sum payment as the case may be or alternatively, on such other terms as Executive and the Company may agree. Executive shall also be entitled to any bonuses which have been earned but not been paid prior to such termination. Executive shall not be entitled to any other bonuses. Executive's health insurance benefits specified in Section 2(e) shall terminate on the last day of the Unexpired Employment Period. Executive shall be entitled to COBRA continuation coverage thereafter, at his cost. Additionally, all outstanding Options which are not vested as of the date of termination, if any, shall upon such date of termination vest and become immediately exercisable in accordance with the terms of the Option grant agreement. In the event the Executive is terminated by the Company without Cause, or Executive terminates his employment with the Company for Good Reason, the Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 6(a), it being understood that the Executive's acceptance of other employment shall not reduce the Company's obligations hereunder.
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Related to Death, Disability, Without Cause or for Good Reason

  • Termination Without Cause or for Good Reason If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to:

  • Without Cause or for Good Reason If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason:

  • Termination Without Cause or With Good Reason If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall pay to Executive:

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Termination Without Cause; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;

  • Termination Without Cause or Termination for Good Reason (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.

  • Good Reason; Other Than for Cause or Disability If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason:

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

  • Good Reason; Other Than for Cause, Death or Disability If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

  • Without Cause or With Good Reason i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”).

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