Termination by the Company Other Than for Cause or by the Executive for Good Reason Sample Clauses

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to:

Termination by the Company Other Than for Cause or by the Executive for Good Reason. The Company shall make those payments and provide those benefits specified in this section 8.A. in the event of a termination of the Executive’s employment after a Change in Control, if such termination is either (i) by the Company during the Contract Term or the term of Executive’s One-Year Employment Agreement, in either case other than for Cause, or (ii) by the Executive for Good Reason. In such circumstances, then, in lieu of all other rights, remedies, damages and relief to which the Executive might otherwise be entitled under this Agreement, the Company shall make those payments and provide those benefits enumerated below in this section 8.A.:

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an “Involuntary Termination”), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) continuation of the Executive’s Base Salary in effect at the Date of Termination (the “Continued Salary”) for a period beginning on the Date of Termination and ending 18 months later (the “Continuation Period”); and (ii) continued participation in the group life insurance and group medical and dental plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to all of the Company’s United States senior executives during the Continuation Period (or such longer period as is provided in such plans) and subject to the payment of the applicable monthly premiums paid by active senior executives for the same coverage. The Continued Salary shall be payable in accordance with Section 3(a) as if the Executive remained a senior executive of the Company, or at the Company’s discretion, may be paid in a single lump sum not more than thirty days following the Date of Termination.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Subject to the provisions of Section 8(e), if, during the Employment Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason (each such termination an "Involuntary Termination"), the Executive shall, in addition to the amounts provided in Section 8(a), be entitled to receive (i) a pro-rata portion of the Performance Bonus or similar incentive compensation arrangement in effect on the Date of Termination (the "Prorated Performance Bonus") equal to the Target Bonus for the year in which the Executive's Employment is terminated (the "Partial Year") multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company during the Partial Year and the denominator of which is 365, (ii) continuation of the Executive's Base Salary in effect at the Date of Termination (the "Continued Salary") for a period beginning on the Date of Termination and ending on the first anniversary thereof (the "Continuation Period"), (iii) payment of the Annual Bonus for any full year within the Continuation Period, and for partial years within the Continuation Period, payment of a pro-rata portion of the Annual Bonus equal to the Annual Bonus for the year in which the Executive's Employment is terminated multiplied by a fraction, the numerator of which is equal to the number of days within the Continuation Period during such partial year and the denominator of which is 365 (amounts payable under this clause (iii), the "Continued Annual Bonus) and (iv) continued participation in the Group Insurance Plans for the Executive, his spouse and his dependents, as applicable, on the same terms as such plans are being provided to the Company's senior executives during the Continuation Period. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days following the Date of Termination (or at such earlier date required by law). The Continued Salary and Continued Annual Bonus shall be payable in accordance with Section 3(a) and 3(b), as applicable, as if the Executive remained a senior officer of the Company.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. In the event of a termination by the Company of the Executive’s employment or non-renewal of this Agreement under Section 1, above, in either case other than for Cause, or by the Executive for Good Reason, the Company shall, as liquidated damages, pay to the Executive and provide him, in lieu of all other rights, remedies, damages and relief to which he might otherwise be entitled, with the benefits described below:

Termination by the Company Other Than for Cause or by the Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time without notice and Executive may terminate his employment for Good Reason upon thirty (30) days prior written notice to the Company as set forth herein. If Executive’s employment is terminated by the Company other than for Cause or by Executive for Good Reason, in addition to receiving all accrued Base Salary, any unpaid Annual Bonus actually earned and Benefits through the date of termination, and contingent upon Executive’s execution of a release of all claims against the Company in a form reasonably acceptable to the Company, Executive shall be entitled to and shall be subject to the following as applicable:

Termination by the Company Other Than for Cause or by the Executive for Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company other than for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive and shall terminate automatically and immediately upon the Executive’s resignation for Good Reason at the end of any applicable cure period if the circumstances giving rise to Good Reason are not cured.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. During the Term, the Company may terminate the Executive’s employment without Cause by giving the Executive notice in writing not less 90 days in advance of such termination (or pay in lieu thereof), or the Executive may terminate her employment for Good Reason (the amount of compensation received during the notice period as pay in lieu of work or as paid administrative leave, is referred to as “Notice Pay”). In such event, the Company shall pay or provide the Executive with: (1) the Accrued Obligations, and (2) if such termination occurs after December 31, 2021 (whether or not during the Term), all amounts allowed pursuant to the Employee Retention and Severance Policy (less any Notice Pay provided), subject to the terms and conditions of the Employee Retention and Severance Policy as it may exist and be amended from time to time. During any notice period provided to the Executive by the Company, the Company may in its sole discretion place the Executive on paid administrative leave. The Executive shall not be entitled to any other compensation or benefits, except as may be separately negotiated by the parties in writing in conjunction with the termination of Executive’s employment. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason on or before December 31, 2021, the Company will also pay the Executive the payments set forth in Section 6 below. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following without the Executive’s written consent: (i) a material breach of this Agreement by the Company, or (ii) a materially significant change in the Executive’s duties, authorities or responsibilities, or (iii) the relocation of the Executive’s principal place of employment more than 20 miles from New York, New York, or (iv) the failure of the Company to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the assets or business of the Company within 15 days upon a merger, consolidation, sale or similar transaction, provided, however, that none of the events specified in (i), (ii), or (iii) shall constitute Good Reason unless the Executive shall have notified the Company in writing describing the events which constitute Good Reason and the Company shall have failed to cure such event within a reasonable period, not to exceed 30 days, after the Company’s actual receipt of such written noti...

Termination by the Company Other Than for Cause or by the Executive for Good Reason. If after the consummation of a Fundamental Transaction the Employment Period is terminated by the Company other than for Cause, or the Executive terminates employment for Good Reason, and such termination constitutes an Involuntary Separation from Service within the meaning of Treasury Regulation Sections 1.409A-l(n) and (h), then the Executive shall be entitled to the Accrued Obligations and, if the Executive executes and does not revoke a general release of claims in a form reasonably satisfactory to the Company by the 53rd day following his Separation from Service, then, subject to Section 10, the Executive (or, if appropriate, his estate) shall also be entitled to receive a lump sum cash payment equal to six (6) months of the Fundamental Transaction Salary (the “Severance”) paid on the 60th day following his Separation from Service, subject to applicable tax withholding requirements.

Termination by the Company Other Than for Cause or by the Executive for Good Reason. Upon termination of the Executive’s employment by the Company for any reason other than Cause, as described in Section 9(d) of this Agreement, or by the Executive for Good Reason, as described in Section 9(c) of this Agreement, the Company shall continue to pay the Executive’s Base Salary and pay the Executive’s COBRA premiums, on the same terms as existed before termination, if the Executive elects and continues COBRA coverage in connection with the health benefits plan that covered him as an employee, through the twelfth (12th) full month following the effective date of termination (hereinafter, the “Severance Period”), and the Executive shall have no further obligations or duties to Company, except as provided in Sections 11, 12, and 13 of this Agreement. The Company shall have no further obligation or duties to the Executive other than as set forth in this Section 10(c). The Executive’s entitlement to amounts owing pursuant to this Agreement shall not be dependent upon the Executive’s efforts to “mitigate” loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer, provided, however, that the Company’s obligation to continue to provide the Executive with payments equal to the premiums for COBRA benefits shall cease if the Executive becomes eligible to participate in a health benefits arrangement as an employee that is substantially similar to those provided for under the COBRA continuation coverage. Any benefits pursuant to this Section 10(c) are contingent on the Executive’s executing an agreement containing a general release of claims against the Company, in a form acceptable to the Company.