Termination and Severance Sample Clauses

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.

Termination and Severance. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment hereunder may terminate under the following circumstances:

Termination and Severance. (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

Termination and Severance. The benefits provided for the Executive under this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits and indemnification. (a) In the event the Executive’s employment terminates by the Company for Cause, by the Executive without Good Reason or due to the death or Disability of the Executive, the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform his duties by reason of illness or incapacity for a period of 120 consecutive days in any period of 52 consecutive weeks, as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) In the event the Executive’s employment terminates as a result of a voluntary termination by the Executive for Good Reason, or a termination by the Company without Cause, upon execution of an general release of all claims against the Company, its employees, officers, directors and agents, in a form drafted by the Company, the Executive shall: (i) receive his base salary accrued through the last day of his employment with the Company, (ii) receive payments equal to one-half (1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Executive pays the COBRA premium. (c) For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without t...

Termination and Severance. A. As used in this Section 5:

Termination and Severance. (a) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement): (i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period in accordance with the proviso contained in Section 6; (ii) the Executive's death; (iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below); (iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below); (v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below); (vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or (vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or (viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction"). (b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term...

Termination and Severance. As discussed above, the Company shall be entitled to terminate Executive at any time and for any reason, and Executive shall be entitled to resign at any time and for any reason. Executive may, however, be entitled to receive certain severance benefits in connection with his separation from employment under the Company’s Change of Control and Severance Policy (the “Severance Policy”). Any such severance, if applicable, will be subject to the terms and conditions of the Severance Policy, as may be amended or modified from time to time.

Termination and Severance. Executive’s employment is “at-will” and may be terminated by Executive or the Company with or without cause and with or without prior notice. Except as described in Exhibit A, upon Executive’s termination of employment, Executive will be entitled only to current Base Salary and any accrued, unused vacation compensation, in each case only to the extent earned as of the date of termination. Upon termination of Executive’s employment, his options, restricted stock, and restricted stock units will be treated as set forth in the agreements representing those options, restricted stock, and restricted stock units.