Termination by Company without Cause or by Executive for Good Reason Sample Clauses

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 Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated by action of Company other than for Cause, or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g) (including Executive’s execution of the Release (as defined herein)):

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, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, the Company will, subject to the following paragraph, pay to Executive (i) the Severance Amount, (ii) the Pro Rata Bonus, (iii) the Medical Benefits, (iv) the Equity Vesting Benefits, and (v) any unpaid Annual Bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the Date of Termination (the “Unpaid Prior Year Bonus”).

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 and subject to Executive’s execution and effectiveness of a General Release of Claims in the form attached hereto as Exhibit B (the “Release”) and his compliance with Section 10, then:

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group for Good Reason, then Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installmen...

Termination by Company without Cause or by Executive for Good Reason. If employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 8(e), the Company will provide to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits and (iv) the Equity Vesting Benefits.

Termination by Company without Cause or by Executive for Good Reason a) If Executive’s agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”):

Termination by Company without Cause or by Executive for Good Reason. (i) If Executive's employment is terminated by the Company (or its successors) other than for Cause or by Executive for Good Reason prior to the end of the Term hereof and not within twelve (12) months following a "Change of Control" (as defined below), then Executive shall be entitled to, upon Executive's providing the Company with a signed release of claims in a form adopted by the Company's Board of Directors from time to time and subject to Executive's continued compliance with the provisions of any restrictive covenants in any other agreement or agreements between Executive and the Company or to which Executive is a party, including, without limitation, any restricted stock agreement between the Company and Executive: (A) the Accrued Benefits, (B) an amount equal to six (6) months Base Salary payable in the same manner as provided under Paragraph 3(a), and (iii) continuation of Executive's coverage under the Company's medical plan until the earlier of (x) the period of time it takes Executive to become eligible for the medical benefits program of a new employer and (y) six (6) months from the date of such termination.

Termination by Company without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment without Cause by giving written notice to Executive designating an immediate or future termination date. Executive may terminate his/her employment hereunder for Good Reason, which will be treated as a termination by the Company without Cause. The effective date of a termination by the Company without Cause or by Executive for Good Reason will be the Executive’s “Termination Date.”

Termination by Company without Cause or by Executive for Good Reason. (i) Except as provided in subsection (ii) below, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two times the sum of the current calendar year’s Base Salary and the prior year’s Cash Incentive Bonus, (B) reimbursement of COBRA health insurance premiums as described below for up to 24 months from the date of termination, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards currently held by Executive to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two times the higher of: (A) the Executive’s target bonus for the year of termination under the Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination.