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

Termination of Employment by the Company without Cause or by Executive for Good Reason. If during the term of this Agreement, and prior to a Change of Control, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, the Executive shall be entitled to the following:
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Termination of Employment by the Company without Cause or by Executive for Good Reason. Executive shall be entitled to receive (i) an amount equal to three times the sum of (A) Executive's Base Salary plus (B) Executive's target annual incentive bonus for the year of termination (the “Severance Amount”), one half of which Severance Amount shall be paid in equal installments over three years in accordance with the Company's regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments
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Termination of Employment by the Company without Cause or by Executive for Good Reason. Executive shall be entitled to receive (i) an amount equal to three times the sum of (A) Executive's Base Salary plus (B) Executive's target annual incentive bonus for the year of termination (the “Severance Amount”), one half of which Severance Amount shall be paid in equal installments over three years in accordance with the Company's regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment of any earned but unpaid incentive bonus attributable to a previously completed fiscal year and (iv) continued coverage under the Company's group health plans (or, to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) for Executive and Executive's dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company's sole expense until the earlier of (A) one year from the date of Executive's termination of employment with the Company and (B) the date Executive is or becomes eligible for comparable coverage under health plans of another employer. The foregoing payments and benefits shall commence on the 60th day following termination of employment provided that Executive has executed and not revoked a release of claims against the Company, in a form satisfactory to the Company, by such date (or, in the case of (iii) above, at the same time as such bonuses are paid to employees, generally, if later) and shall be contingent on Executive's continued compliance with applicable post-termination restrictive covenants. For purposes of the foregoing calculations, “Base Salary” shall mean the base salary as in
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Termination of Employment by the Company without Cause or by Executive for Good Reason. Notwithstanding anything to the contrary set forth in Sections 10 or 11 of the Agreement, in the event Executive's employment is terminated pursuant to Section 10 of the Agreement, or by Executive pursuant to Section 11(a)(iii), or by Executive for Good Reason as set forth in Paragraph 7 below, any unvested portions of the grants made pursuant to the Option and New Option shall become fully vested and, if the termination occurs on or before December 31, 2006, the Company shall pay to Executive an amount equal to one and one-half (1 1/2) times the annual compensation (i.e., Executive's Base Salary plus Incentive Compensation) earned by Executive in the calendar year immediately preceding the Termination Date, but not less than $937,500 ("Termination Pay"). This sum shall be paid to Executive by the Company, in accordance with its normal payroll practices, in equal installments during the eighteen (18) month period following the Termination Date (the "Benefit Period"). In addition, during the Benefit Period, the Executive shall continue to participate in all of the Company's benefit plans, programs, arrangements and practices, including all disability, medical, life insurance and similar programs. In the event the Executive's employment is terminated pursuant to Section 10 of the Agreement, or by Executive pursuant to Section 11(a)(iii), or by Executive for Good Reason as set forth in Paragraph 7 below, on or after January 1, 2007, the provisions of this Paragraph 6 that (i) set forth the amount of Executive's Termination Pay; and (ii) establish a Benefit Period of eighteen (18) months, shall be disregarded and the provisions of Section 10 of the Agreement as to each of these items shall remain in full force and effect unchanged by any of the provisions of this paragraph 6.
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Related to Termination of Employment by the Company without Cause or by Executive for Good Reason

  • 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 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 Employer Without Cause or by Executive for Good Reason If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5.a.(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.

  • Termination Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

  • By the Company Without Cause or Resignation by Executive for Good Reason (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • 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 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 of Employment by the Executive for Good Reason Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

  • 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,

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