Payment Upon Termination by Company Without Cause Sample Clauses

Payment Upon Termination by Company Without Cause. If this Agreement is terminated by the Company without cause pursuant to Subsection 9(d), the Executive shall be entitled to the greater of (i) his base salary as provided for in this Agreement for the remaining Contract Term or (ii) a termination payment equal to 3 times the sum of (A) the Executive's annual base salary in effect on the Termination Date plus (B) 50% of the cash bonus paid or due to the Executive under the Company's bonus plan applicable to the Executive for the last fiscal year ending prior to the Termination Date. This termination payment shall be paid to the Executive in cash no later than 10 business days after the termination. The Executive shall not be required to mitigate the amount of the termination payment by securing other employment or otherwise, nor will this termination payment be reduced by reason of the Executive securing other employment or for any other reason. Notwithstanding the foregoing, if the Executive is a "specified employee" within the meaning of Internal Revenue Code Section 409A, then such payments shall be delayed for six (6) months from the date of termination of this Agreement. In such event, all past due payments shall be paid in a lump sum (without interest thereon) as soon as practicable after the six (6)-month waiting period has expired.
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Payment Upon Termination by Company Without Cause. Upon termination of this Agreement under Section 4.5, the Company, Consultant and Xxxx shall be released from any further obligations hereunder except that the obligations of Consultant and Xxxx shall continue as set forth in Section 5 and the Company shall pay to Consultant (i) the Base Consulting Fee due Consultant pursuant to Section 3.2 hereof through the end of the Post-Merger Term if termination occurs during the Post-Merger Term or through the end of an Extension Period if termination occurs during an Extension Period; (ii) any additional consulting fee which would have become payable under Section 3.3 through the end of the Post-Merger Term or applicable Extension Period, as the case may be; (iii) all earned and previously approved but unpaid additional consulting fees for any year prior to the year of termination and (iv) all valid expense reimbursements. In addition, the Option or Extension Option, as the case may be, that has been granted and would otherwise have vested shall immediately vest upon such termination.
Payment Upon Termination by Company Without Cause. In the event that Executive’s employment is terminated by Company without cause, the Company shall pay to Executive: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) an amount equal to 2 months of Executive’s Base Salary; (iii) all valid expense reimbursements; (iv) any accrued but unpaid bonus payments; and (v) all accrued but unused vacation pay; provided however, that in the event Executive is terminated without cause within 3 months of the date of this Agreement, the Company shall pay to Executive only the amounts described in (i), (iii), (iv) and (v) of this Section 4.1.

Related to Payment Upon Termination by Company Without Cause

  • Termination by Company Without Cause The Company may terminate Employee’s employment without Cause upon thirty (30) days written notice to Employee. If Employee’s employment with the Company is terminated by the Company without Cause, and Employee signs and does not revoke a Release, then Employee shall be entitled to the following:

  • Termination By Company With Cause The Company may terminate the Employee's employment at any time with Cause. As used in this Agreement, "Cause" shall include the following: (1) the Employee's failure or inability to perform Employee's duties under this Agreement; (2) dishonesty, misconduct, or unlawful acts that adversely affect the Company; (3) a material violation of the Company's policies or practices which reasonably justifies immediate termination; (4) pleading guilty or no contest to, or conviction of, a felony or any crime involving moral turpitude, fraud, dishonesty, or misrepresentation; (5) the commission by the Employee of any act which could reasonably be expected to materially injure the reputation, business, or business relationships of the Company or Related Entities; (6) the Employee's inability to perform an essential function of Employee's position; or (7) any material breach by Employee of this Agreement. The Company may terminate this Agreement for Cause, as defined in clauses (1), (5), (6) and (7) above, upon thirty days prior written notice (the "Cause Notification Period") to Employee, but such termination shall only become effective in the event of Employee's failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement for Cause, as defined in clauses (2), (3), and (4) above, at any time with no notice. In the event of a termination for Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement as of the effective date of termination, and all payments to the Employee hereunder shall immediately cease and terminate as of such date, except that Employee shall be entitled to the annual base salary hereunder up to and including the effective date of termination.

  • Involuntary Termination by the Company without Cause At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice.

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Termination by Corporation Without Cause Corporation may terminate Executive’s employment with Corporation without Cause for any reason or for no reason at any time by written notice to Executive.

  • Termination by the Company Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination by Company without Cause or by Executive for Good Reason If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason:

  • Termination by Employer Without Cause Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.

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