Termination Not for Cause Sample Clauses

Termination Not for Cause. If your Service with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an Affiliate, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate related to your Service with the Company or any Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public image.
Termination Not for Cause. If Executive’s employment is terminated by the Company other than for Cause (as defined in Section 5.2, below) or due to a Change in Control, Executive shall receive a severance payment equal to eighteen (18) month’s Base Salary and benefits, including four (4) weeksvacation and any earned and/or accrued Bonus, as in effect immediately prior to such termination, payable in accordance with the ordinary payroll practices of the Company, but not less frequently than semi-monthly following such termination of employment. For purposes of this Agreement, “Change in Control” shall mean greater than 50% of the Company’s presently existing Management team has been replaced.
Termination Not for Cause. In the event of Employee’s Termination due to involuntary termination by the Company for reasons other than “Cause,” the Restricted Period on those Restricted Stock Units (if any) as to which the Restricted Period would have lapsed on the next anniversary of the Grant Date pursuant to Section 3(b) in the absence of a Termination (but disregarding any other event occurring prior to that next date) will lapse on an accelerated basis at the time of such Termination (for example, if Termination occurs 1.5 years after the Grant Date, one additional tranche of the Restricted Stock Units will become non-forfeitable), so those Restricted Stock Units will not be forfeited. The other Restricted Stock Units as to which the Restricted Period has not lapsed at or before such Termination (i.e., any tranche as to which the Restricted Period would not have lapsed as scheduled pursuant to Section 3(b) assuming continued employment through the next anniversary of the Grant Date) shall be forfeited at the time of such Termination.
Termination Not for Cause. In the event Grantee’s employment with the Company is terminated by the Company not for Cause (as defined below), the following portion of the Award will vest and Shares equal to the number of such vested Performance Units will be distributed at the time set forth in this clause (iv) below: (x) the percentage of the Award earned based upon the extent, if any, of attainment of the performance goals for the Award as measured at the earlier of the end of the calendar year during which such termination of employment occurs, or the end of the Performance Period, multiplied by (y) a fraction, the numerator of which is the number of days during the Performance Period ending on the date of such termination of employment and the denominator of which is the number of days in the Performance Period. Such Shares will be distributed to Grantee on the earlier of: (x) the date after January 1 of the calendar year immediately following the calendar year during which such termination of employment occurs and on or prior to March 15 of such calendar year, as determined by the Company, or (y) the Payment Date described pursuant to paragraphs (b) and (c) above. For purposes hereof, “Cause” shall mean (I) conviction of Grantee of a felony involving moral turpitude or dishonesty; (II) Grantee, in carrying out his or her duties for the Company, has been guilty of (A) gross neglect or (B) willful misconduct; provided, however, that any act or failure to act by Grantee shall not constitute Cause for this purpose if such act or failure to act was committed, or omitted, by Grantee in good faith and in a manner reasonably believed to be in the overall best interests of the Company; (III) Grantee’s continued willful refusal to obey any appropriate policy or requirement duly adopted by the Company and the continuance of such refusal after receipt of notice; or (IV) Grantee’s sustained failure to perform the essential duties of Grantee’s role after receipt of notice. The determination of whether Grantee acted in good faith and that he or she reasonably believed his or her action to be in the Company’s overall best interest will be in the reasonable judgment of the General Counsel of the Company or, if the General Counsel shall have an actual or potential conflict of interest, the Committee.
Termination Not for Cause. In the event that COMPANY terminates this Agreement without cause, COMPANY shall, subject to the conditions set forth in Section 6(b), below, continue to pay EXECUTIVE his salary at the level in effect at the time of termination for a period of twelve (12) months, plus any accrued, but unused vacation, and less any applicable payroll and withholding taxes or other legally required deductions, provided EXECUTIVE first executes the Waiver and Release, attached to this Agreement as Appendix B. The salary continuation for EXECUTIVE shall be paid in the same manner and at the same intervals as if EXECUTIVE continued his employment during that one year period. COMPANY reserves the right to pay the one-year salary continuation amount in a lump sum, discounted to present value using a discount factor or 6%. No other compensation or benefits shall be due to EXECUTIVE.
Termination Not for Cause. If the Company terminates Executive's employment for any reason other than Cause, or Executive's employment is terminated by Constructive Termination as defined in this Agreement, the Executive shall be entitled to receive the severance benefits stated in Section 7(a) below unless the termination or Constructive Discharge is as a result of death or disability, in which event Executive shall be entitled to receive the benefits set forth in Section 7(b), if any. Both Company and Executive agree that Executive's employment is "at will" and may be terminated at any time by either party.