Involuntary Termination Clause Samples

Involuntary Termination. “Involuntary Termination” shall mean:

Involuntary Termination. For purposes of this Agreement, “Involuntary Termination” means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. Subject to the provisions of Sections 5.5 and 5.6 hereof, if Executive’s employment by Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination, then Company shall, as additional compensation for services rendered to Company (including its subsidiaries), pay to Executive the following amounts and take the following actions after the last day of Executive’s employment with Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the 30th day after the last day of Executive’s employment with Company. (b) Cause Executive and those of Executive’s dependents (including Executive’s spouse) who were covered under Company’s medical, dental and life insurance benefit plans on the day prior to Executive’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits, including the life insurance benefits described in Section 4.3(e)) throughout the three-year period beginning on the date of such Involuntary Termination at no greater cost to Executive than that applicable to Executive immediately prior to such Involuntary Termination; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical, dental and/or life insurance coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive), and (ii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any such reimbursement or payment of benefits is taxable (including subject to any additional tax under Section 409A of the Code), then Company shall pay to Executive an amount as shall be required to hold Executive harmless from any additional tax liability resulting from the failure by Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive). (c) If Executive’s employment with Company is subject to an Involuntary Termination during a Change of Control Period or to a termination due to Executive’s death or Disability, cause any and all outstanding options to purchase common stock of Company held by Executive to become immediately exercisable in full, cause any and all restricted shares of...

Involuntary Termination. The term “Involuntary Termination” shall mean either the Executive’s (i) Termination Without Cause or (ii) Resignation for Good Reason.

Involuntary Termination. Involuntary Termination" shall mean (i) without the Employee's express written consent, a reduction of the Employee's duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without the Employee's express written consent, a reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or Target Bonus (as set forth in Section 4) in effect immediately prior to such reduction; (iv) a reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee's overall benefits package is significantly reduced; (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than thirty-five (35) miles from his current location; (vi) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Acquiror or the Company to obtain the assumption of this Agreement by any successors contemplated in Section 11 below. 9.

Involuntary Termination. In the event of Service Termination due to death, disability, mandatory retirement pursuant to Board policy or failure of the Director to be re-nominated or re-elected to the Board (provided such Director has indicated his willingness to stand for re-nomination or re-election, as the case may be), the Granted Units shall vest on the Termination Date and the shares of Common Stock to be issued under the vested Granted Units shall be delivered to the Grantee in accordance with Section 4 hereof, provided, however, that in the event of a Change in Control on or after the Termination Date and prior to the Delivery Date, the Common Stock shall be delivered on the date of the Change in Control.

Involuntary Termination. If the Employee's employment is terminated as a result of Involuntary Termination other than for Cause, then the Employee shall receive the following severance benefits from the Company:

Involuntary Termination. (i) Subject to 5(f) below, in the event ----------------------- of your Involuntary Termination (as defined in Section 5(g) below) during the Term, the Company shall pay you (A) the full amount of the accrued but unpaid Salary you have earned through the Date of Termination (as defined in Section 5(d) below), plus a cash payment (calculated on the basis of your rate of Salary then in effect) for all unused vacation time which you may have accrued as of the Date of Termination; (B) the amount of any earned but unpaid Annual Bonus for any Fiscal Year of the Company ended on or prior to the Date of Termination; and (C) any unpaid reimbursement for business expenses you are entitled to receive under Section 3(d) above. If such Involuntary Termination occurs on or after September 1, 1999, you will continue to be eligible to receive the Sale Bonus in accordance with the terms of Section 4 hereof. (ii) In the event of your Involuntary Termination during the Term prior to a Sale of the Company, the Company shall pay you a severance amount equal to your annual rate of Salary, based on the annual rate then in effect immediately prior to such Involuntary Termination, multiplied by a fraction the numerator of which shall be the number of months remaining in the Term and the denominator of which shall be twelve (the "Severance Amount"); provided, however, that in no event shall the Severance Amount be greater than twice your annual rate of Salary. The Severance Amount shall be payable in installments during the period beginning on the Date of Termination and ending on the last day of the Term (the "Severance Period") in accordance with the Company's ordinary payroll practices. (iii) In the event of your Involuntary Termination during the Term and on or after a Sale of the Company, the Company shall pay you a severance amount equal to your Salary, as in effect on the Date of Termination, multiplied by two (the "Sale Severance Amount"). You shall receive the Sale Severance Amount in installments during the period beginning on the Date of Termination and ending on the second anniversary thereof (the "Sale Severance Period") in accordance with the Company's ordinary payroll practices. (iv) In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the welfare benefit plans, including medical, dental, health, life and similar in...