Employment Termination Sample Clauses

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination (and not any accrued but unpaid Bonus as of the date of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the date of the Employment Termination and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the last sentence of this section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination, (w) his Base Salary and the Benefits marked on Exhibit A with an “#” for the twelve-month period beginning on the date of the Employment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the date of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (x) the Benefits referred to in Section 2(c)(ii)(C) hereof for the three-month period beginning on the date o...

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specif...

Employment Termination. If the Optionee shall no longer be employed on a full-time basis by the Company for any reason whatsoever (including by reason of death, permanent disability or adjudicated incompetency) (“Terminated” or a “Termination”), irrespective of whether the Optionee receives, in connection with the Termination, any severance or other payment from the Company under any employment agreement or otherwise, (i) the Option, to the extent it is not exercisable pursuant to Section 4.1 hereof at the date of such Termination, shall terminate on, and shall be of no further force and effect from and after, the date of such Termination, and (ii) the Option, to the extent it is exercisable pursuant to Section 4.1 hereof at the date of such Termination (the “Exercisable Portion of the Option”), shall be exercisable by the Optionee during the Post-Termination Exercise Period (as defined below), but in no event after the expiration of the term of the Option, and, until exercised, the Exercisable Portion of the Option shall continue to be subject to the terms of this Agreement, including Section 4.2 hereof. If the Optionee does not exercise any portion of the Exercisable Portion of the Option within the Post-Termination Exercise Period, such portion shall terminate and shall be of no further force and effect following the close of business on the last day of the Post-Termination Exercise Period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material dimin...

Employment Termination. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

Employment Termination. If the Participant’s status as a Participant under this Agreement terminates for any reason before the Determination Date, other than the Participant’s (i) termination by the Company without Cause, (ii) death, or (iii) becoming Totally Disabled, no TSR Performance RSUs will be awarded to the Participant, except as provided in Section 5(e) below. If, before the Determination Date, the Participant’s status as a Participant under this Agreement is terminated by the Company without Cause, or due to death or becoming Totally Disabled, the Participant will be awarded a number of vested TSR Performance RSUs, determined as follows: (A) the Company shall determine the number of RSUs that would have been awarded to the Participant as a percentage of the Target TSR Performance RSU Amount, based on the Company’s TSR Performance as of his employment termination measured against the TSR Performance of the Peer Group Companies on that date, according to the metrics of Section 5(a) above, then (B) the Company shall multiply that number by a fraction, the numerator of which is the number of months of employment during the Performance Period the Participant had completed as of the date of his employment termination and the denominator of which is thirty-six (36). If the Participant’s status as a Participant under this Agreement terminates on or after the Determination Date, but before the TSR Performance RSUs have fully vested under Section 5(d) or (e) below: (i) If the Participant’s employment is terminated by the Company for Cause, the Participant will forfeit all TSR Performance RSUs, including any TSR Performance RSUs that have vested under Section 5(d); (ii) If the Participant terminates employment due to death or becoming Totally Disabled, the Participant will vest in any TSR Performance RSUs that have not vested under Section 5(d) or (e), and on a date within thirty (30) days of the employment termination, determined by the Committee or Board, as applicable, the Company will distribute Shares to the Participant equal to the full number of TSR Performance RSUs that were awarded to the Participant, regardless of whether or not the Participant had elected to defer under Section 5(f) below; (iii) If the Participant’s employment is terminated other than (A) due to death or becoming Totally Disabled, or (B) by the Company for Cause, the Participant will forfeit any TSR Performance RSUs that have not vested under Section 5(d) or (e), and on a date within thirty (30) days of...

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death of the Executive or at the election of the Company due to the Executive’s “Disability”. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six (26) weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein.

Employment Termination. The Term of employment under this Agreement may be earlier terminated only as follows:

Employment Termination. The employment of the Employee by the Company ---------------------- pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of the Company, for cause, immediately upon written notice by the Company to the Employee. For the purposes of this Section 4.2, cause for termination shall be deemed to exist upon (a) a good faith finding by the Company of continual failure of the Employee to perform his assigned duties for the Company, or dishonesty, gross negligence or willful misconduct related to the performance of the Employee's duties for the Company; (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; (c) Employee's habitual drunkenness, or the use, possession, distribution or being under the influence of alcohol or illegal substances or drugs in the workplace or in a manner otherwise affecting the Employee's performance of his duties for the Company (the only exception is that the Employee may consume alcohol reasonably and responsibly, if he so chooses, at legitimate business events and functions where alcohol is legally available); or (d) the material breach by the Employee of any terms of this Agreement, which breach continues for 30 days subsequent to written notice from the Company to the Employee of the breach (unless such breach is not susceptible to cure, in which case termination shall be deemed to be immediate); 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of 120 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee and the Company; provided that if -------- ---- the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and such physicians together shall select a third physician, whose determination as to disability shall be binding on all parties; or