TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION Sample Clauses

TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION. The Company may terminate the Executive's services hereunder without Cause at any time upon 30 days' written notice to the Executive. Further, in the event that the Company either (i) requires, as a condition of his employment and without his consent, that Executive relocate outside of the San Francisco Bay Area, or (ii) re-assigns Executive to a position, or delegates to Executive duties and responsibilities, that are materially less than those generally associated with the title specified in Section 2(a) hereof for an executive in a company that is reasonably comparable in size and nature of business to the Company (either clause (i) or clause (ii), a "Constructive Termination"), then Executive shall be entitled to elect to treat such events specified in clause (i) or (ii) as a constructive termination of his employment hereunder by providing written notice of such election to the Company. In the event that Executive is terminated without Cause or pursuant to a Constructive Termination as provided herein, Executive's services shall terminate on the effective date specified in the respective notice specified above, all options to acquire Parent Common Stock held by Executive will become fully vested and immediately exerciseable, and the Company shall pay to the Executive (A) his current accrued and unpaid Base Salary, Unpaid Bonus and other benefits and payments (including, without limitation, reimbursement of amounts under Section 3) to which the Executive is entitled hereunder as of such effective date and (B) either (x) if such termination occurs at any time prior to the second anniversary of the date hereof, 18 months of the Executive's then applicable Base Salary, or (y) if such termination occurs at any time from the second anniversary of the date hereof through and including the fifth anniversary of the date hereof, 12 months of the Executive's then applicable Base Salary (provided, however, that under no circumstance shall any severance payment be made in respect of any month that follows the fifth anniversary of the date hereof), in each case subject to the Executive's compliance with the terms of Section 6 and Section 7 hereof. Notwithstanding the foregoing subclause (B), in the event that Executive becomes employed in a position that is reasonably comparable to his position with the Company in terms of base salary and level of duties and responsibilities, then the Company shall no longer be required to make the payments under subclause (B) from...
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Related to TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION

  • 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,

  • 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 by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • 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 the Company Without Cause or by the Executive for Good Reason If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

  • 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 the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • 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 Without Cause or Constructive Termination Without Cause In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:

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