Termination by the Company without Cause or by the Participant for Good Reason Sample Clauses

Termination by the Company without Cause or by the Participant for Good Reason. In the event of the Participant’s Termination by the Company without Cause (other than by reason of death or Disability) or by the Participant for Good Reason, the vested portion of the SAR shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the SAR pursuant to Section 3(d) hereof; provided that in the event of the Participant’s qualifying Termination pursuant to the circumstances described in Section 3(b) hereof, the vested portion of the SAR shall remain exercisable until the earlier of (x) one hundred twenty (120) days from the date of such Termination, and (y) the expiration of the stated term of the SAR pursuant to Section 3(d) hereof.
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Termination by the Company without Cause or by the Participant for Good Reason. In the event that the Participant’s employment with the Company is terminated by the Company without Cause or by the Participant for Good Reason, this option shall be exercisable to the extent set forth in Section 2 until the Final Exercise Date.
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Termination by the Company without Cause or by the Participant for Good Reason. In the event of the Participant’s Termination by the Company without Cause or by the Participant for Good Reason, the Option shall become fully vested. For purposes herein, Good Reason shall (a) have the same meaning ascribed to such term in any employment or severance agreement then in effect between the Participant and the Company or one of its Subsidiaries or, if no such agreement containing a definition of “Good Reason” is then in effect, (b) mean resignation after the occurrence of one or more of the following events without the Participant’s consent: (i) the Company’s or its Subsidiaries material breach of any written employment agreement or this Agreement that results in a material and adverse change to the Participant’s rights under the employment agreement or this Agreement, respectively, (ii) a material diminution in the responsibilities or authority of the Participant, (iii) a reduction in the Participant’s annual base salary or annual bonus opportunities or (iv) relocation of the Participant’s primary office location by more than 30 miles; provided that no termination pursuant to paragraph (b) above shall be deemed a termination by the Participant for “Good Reason” unless (A) the Participant shall have delivered written notice to the Company (or if applicable, its Subsidiary) specifying the purported Good Reason event within thirty (30) days of its occurrence, (B) the Company (or if applicable, its Subsidiary) fails to cure such circumstances within thirty (30) days of receipt of such notice and (C) the Participant resigns within ten (10) days of the Company’s (or if applicable, its Subsidiary’s) failure to cure.
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Termination by the Company without Cause or by the Participant for Good Reason. Subject to Section 3(d)(v) below, if the Participant’s employment with the Company and its Affiliates is terminated by the Company or any Affiliate without Cause or by the Participant for Good Reason, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by the Participant through the earlier of (A) the expiration of the Option Period or (B) 180 days following the date of such termination (or, in the case of that portion of the Performance Portion of the Option that is scheduled to vest with respect to the year of termination only, 180 days following the Determination Date for such year if such date occurs later than the date of termination but prior to a Change in Control).
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Termination by the Company without Cause or by the Participant for Good Reason. If the Participant incurs a Termination either by the Company without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, the following shall apply:
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Termination by the Company without Cause or by the Participant for Good Reason. If the Participant’s Continuous Service terminates during the Performance Period due to a termination by the Company without Cause or by the Participant for Good Reason, the Participant shall immediately, as of the date of termination of Continuous Service, vest in a prorated portion of (i) if the termination occurs during the first [ ] fiscal years of the Performance Period, the Target Award, and (ii) if the termination occurs after the [ ] fiscal year, but before completion of the Performance Period, the greater of the Target Award and the percentage of the Target Award that would vest determined based on[ ] over the first [ ] years of the Performance Period. The amount determined pursuant to (i) or (ii) above, as the case may be, shall be prorated by multiplying such amount by a fraction, the numerator of which is the number of days in the Performance Period that have lapsed through the date of termination and the denominator of which is the total number of days in the Performance Period.
Sample 1
Termination by the Company without Cause or by the Participant for Good Reason. In the event that the Participant’s service is terminated by the Company and its Affiliates without Cause, or if the Participant terminates service for Good Reason, the Option shall upon such termination of service become fully vested in its entirety (to the extent not previously vested). Exhibit 10.4
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Related to Termination by the Company without Cause or by the Participant for Good Reason

  • 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 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; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • By the Company Without Cause or By the Executive for Good Reason If during the Term the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then :

  • 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.

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

  • 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 Without Cause by the Company In furtherance of the “at will” basis of Executive’s employment by the Company, the Company may terminate Executive’s employment without Cause upon written notice to Executive. Executive’s termination without Cause will be effective on the date of termination specified by the Company in such written notice. Such written notice shall be deemed received, if mailed first class through the U. S. Postal System, three (3) business days after mailing such written notice to Executive.

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