Termination By Company For Any Other Reason; Voluntary Resignation for Good Reason; Change of Control Sample Clauses

Termination By Company For Any Other Reason; Voluntary Resignation for Good Reason; Change of Control. (i) In the event that (A) Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 5(b) or 5(c) hereof, or (B) the Executive voluntarily resigns for Good Reason, as defined in Section 5(b), then the Company shall pay to Executive, within fifteen (15) days of the date of such termination, the Base Salary and an appropriately pro-rated bonus and provide benefits through such date of termination or resignation and, in lieu of any further compensation, benefits and perquisites for the balance of the Agreement Term, severance pay of Fifty Thousand Dollars ($50,000) per annum during a period which shall end on the later to occur of (X) the end of the Agreement Term or (Y) that date which is two-years from the date of such termination or resignation (as applicable, the "Severance Period"), commencing with such date of termination or resignation and payable at the times that Executive's Base Salary would have been so paid. In addition, under such circumstances, the Company and Executive will enter into a consulting agreement (as attached hereto as Exhibit C) for a term equal to the length of the Severance Period. 7 (ii) Upon the happening of a Change of Control, as hereinafter defined, then all options previously granted to Executive pursuant to the Company's 1997 Stock Incentive Plan, 1999 Stock Incentive Plan, or otherwise shall immediately vest and be exercisable by Executive in full, and Executive shall thereafter be entitled to exercise such options for one year from the occurrence of such Change of Control. In addition, if, following a Change of Control, (1) there occurs Good Reason, as defined in Section 5(b), or (2) Executive is not the President and Chief Operating Officer of the Company or its successor and ultimate parent company, if any, or (3) Executive's employment is terminated by the Company or its successor or parent company, if any, for any reason other than as provided in Sections 5(b) or (c), then in any such case, at any time within ninety (90) days of any event specified in clauses (1) or (2), Executive may voluntarily resign from employment with the Company or its successor and parent company, and thereupon (and following the happening of the event specified in clause (3)), the Company and its successor and parent company shall be obligated to make severance payments and enter into the consulting agreement as provided in Section 5(d)(i) hereof with the same effe...
Sample 1
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Termination By Company For Any Other Reason; Voluntary Resignation for Good Reason; Change of Control. (i) In the event that (A) Executive's employment hereunder is terminated by the Company during the Agreement Term for any reason other than as provided in Sections 5(b) or 5(c) hereof, or (B) the Executive voluntarily resigns for Good Reason, as defined in Section 5(b), then the Company shall pay to Executive, within fifteen (15) days of the date of such termination, the Base Salary and an appropriately pro-rated bonus and provide benefits through such date of termination or resignation and, in lieu of any further compensation, benefits and perquisites for the balance of the Agreement Term, severance pay of Fifty Thousand Dollars ($50,000) per annum during a period equal to two-years from the date of such termination or resignation (the "Severance Period"), commencing with such date of termination or resignation and payable at the times that Executive's Base Salary would have been so paid. In addition, under such circumstances, the Company and Executive will enter into a consulting agreement (as attached hereto as Exhibit C) for a term of two years commencing from the date of such termination or resignation.
Sample 1

Related to Termination By Company For Any Other Reason; Voluntary Resignation for Good Reason; Change of Control

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment under this Agreement at any time without Good Reason, upon thirty (30) days’ prior written notice to Employer. In the event of a termination described in this Section 4(d), Employer shall pay to Employee all of Employee’s Accrued Obligations.

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

  • Termination by the Employee for Good Reason The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason. “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons: (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives. If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e). The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, 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 in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination by the Company for Cause or by Executive 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 all amounts earned or accrued hereunder through the termination date, including:

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Good Reason; Other Than for Cause If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason:

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