Other than for Cause, or for Good Reason Sample Clauses

Other than for Cause, or for Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates his employment for Good Reason (each, a “Qualifying Termination”):
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Other than for Cause, or for Good Reason. In the event of the Executive’s Separation from Service due to termination by the Corporation other than for Cause (including a Separation from Service as a result of Disability but not death) or by the Executive for Good Reason, subject to (in respect of clauses (ii) through (iv)) the Executive’s continued compliance with Section 6(g) below, Section 20 below and the Restrictive Covenants Agreement described in Section 10 below, the Corporation shall pay to the Executive the amounts described below at the times specified below, and, except for (x) the Executive’s rights of indemnification and insurance provided in Section 9 hereof and (y) any vested benefits under any tax-qualified pension plans of the Corporation, the Corporation shall have no additional obligations under this Agreement:
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Other than for Cause, or for Good Reason. If the Company shall terminate Employee’s employment other than for Cause or if Employee shall terminate Employee’s employment for Good Reason:
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Other than for Cause, or for Good Reason. Upon the date specified in a written notice (i) from the Board terminating the Executive’s employment for any reason other than for Cause, the Executive’s death, the Executive’s “Disability,” or the expiration of the Term of Employment (and in the event no date is specified in the notice, the termination shall be effective upon the date on which the notice is delivered to the Executive); or (ii) from the Executive terminating his employment for “Good Reason.” In such event, the Company shall pay to the Executive: (t) the Accrued Benefits; plus (u) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the termination, where the numerator of the fraction is the number of calendar days the Executive was employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time the Company normally pays the Annual Bonus and subject to achievement of the applicable performance metric; (v) an amount equal to one-twelfth (1/12) of the average annualized Base Salary the Executive was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (w) an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive for the immediately preceding two years (provided that the amount of any Annual Bonus in excess of $12,000,000 shall be disregarded), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (x) accelerated vesting and payment of Executive’s granted but unvested New SARs in accordance with Paragraph 4(d)(ii) hereof; (y) plus accelerated vesting of the granted but unvested Stock Options in accordance with Paragraph 4(c)(iv); plus (z) the Executive and his dependents may elect to (1) continue to receive coverage under the Company’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of the Company generally, or (2) receive COBRA continuation of the group health ...
Sample 1See All (4)
Other than for Cause, or for Good Reason. If not terminated earlier, the Executive’s employment under this Agreement and the Employment Period shall terminate upon the date specified in a written notice (A) from the Board terminating the Executive’s employment for any reason other than for Cause, the Executive’s death, the Executive’s Disability, (and in the event no date is specified in the notice, the termination shall be effective upon the date on which the notice is delivered to the Executive); or (B) from the Executive terminating his employment for “Good Reason.”
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Other than for Cause, or for Good Reason. If the Company shall terminate Executive’s employment other than for Cause or if Executive shall terminate Executive’s employment for Good Reason: The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to the sum of (A) Executive’s annual Base Salary and (B) the annual cash bonus Executive would receive for the year of termination assuming target individual and Company performance; provided, that in no event shall the payment made pursuant to this Section 1(a)(i) exceed the Maximum Amount. The term “Maximum Amount,” for purposes of this Agreement, shall mean four million dollars; provided, however, that for any termination that occurs in calendar years subsequent to 2014, the Maximum Amount will be adjusted to reflect increases, if any, in the Consumer Price Index that have occurred in the period between December 31, 2013 and the end of the calendar year immediately preceding the Date of Termination. As an example, if the termination occurs in 2015, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2013 and December 31, 2014, and if the termination occurs in 2016, the Maximum Amount shall be adjusted for increases in the Consumer Price Index that occur between December 31, 2013 and December 31, 2015. For purposes of this Agreement, Consumer Price Index means the CPI for All Urban Consumers (All Items; Base Year 1982), compiled and published by the Bureau of Labor Statistics of the United States Department of Labor.
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Other than for Cause, or for Good Reason. If the Company shall terminate your employment other than pursuant to paragraphs 7(b) or 7(c) hereof or if you shall terminate your employment for Good Reason pursuant to paragraph 7(d) hereof, then:
Sample 1
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Related to Other than for Cause, or for Good Reason

  • 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 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:

  • 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 for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • 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.

  • For Cause or 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 the Accrued Obligations, and the Company shall have no further obligations to Executive under this Agreement.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • 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”).

  • 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.

  • 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.

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