Termination Without Cause or Good Reason Sample Clauses

Termination Without Cause or Good Reason. The Company may terminate the Executive's employment without Cause, and the Executive may terminate his employment without Good Reason, at any time during the Employment Period.

Termination Without Cause or Good Reason. Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The term “termination without Cause” shall mean the termination by the Company of the Executive’s employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and shall also mean the Executive’s decision to terminate his employment under this Agreement (and he hereby has such right) by reason of any act, decision or omission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, duties, rights, and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer of the Company as described in Section 2.1; (B) relocates the Executive without his consent from certain of the Company’s offices located at or near ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ to any other location in excess of twenty-five (25) miles beyond the geographic limits of Ocala, FL; (C) deprives the Executive of his titles and positions of Chief Executive Officer except by promotion or increase to higher office; (D) if prior to the expiration of the Term results in the Company proffering a new employment agreement to the Executive in order to extend the Term and the terms and conditions of such agreement (i) as they relate to the Executive’s salary, bonus opportunity and benefits (assuming the Executive qualifies for such benefits) are not at least as favorable to the Executive as the most favorable salary, bonus opportunity and benefits payable to the Executive in any year during the Term or (ii) change the Executive’s authority, functions, services, duties, rights and privileges as, or commensurate with the Executive’s position as the Chief Executive Officer as set forth in this Agreement; or (E) involves or results in any failure by the Company to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (each a “Good Reason”). In the event the Company or the Executive shall exercise the termination right grante...

Termination Without Cause or Good Reason. The Company may terminate Executive’s employment without Cause or for convenience upon thirty (30) days’ written notice to the Executive, subject to Section 7 below. Executive may terminate his employment without Good Reason or for convenience upon thirty (30) days’ written notice to the Board, subject to Section 7 below.

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. If Executive’s employment by the Company is terminated by the Company without Cause (defined below) or if Executive’s employment is terminated for Good Reason (defined below), Executive shall receive: (i) payment of Executive’s Base Salary through and including the date of termination; (ii) payment for all accrued and unused vacation time as of the date of termination, which will be paid at a rate calculated in accordance with Executive’s Base Salary at the time of termination; and (iii) reimbursement of business expenses incurred prior to termination. In addition, if the severance of Executive’s employment falls within the terms of this Subsection and if the terms of the Subsection of this Section entitled “Termination Following a Change in Control” do not apply to the severance of Executive’s employment with the Company, then, subject to the condition precedent that Executive sign a general release of all claims in a form approved by the Company in the exercise of its sole discretion, Executive shall also receive, and the Company shall pay Executive, a severance payment in an amount equal to Executive’s annual Base Salary as the same may have been changed through the date of the severance of Executive’s employment, less applicable withholdings.

Termination Without Cause or Good Reason. In the event of your Termination of Employment, except as provided in Section 3(b) below, by the Employer without Cause (other than due to your death or Disability) or your voluntary Termination of Employment for Good Reason then, except as provided in Section 3(b), unvested RSUs shall vest “Pro Rata” on your Termination Date. “Pro Rata” vesting is determined by: (1) multiplying the total number of RSUs awarded under the Agreement by a fraction, (A) the numerator of which is the number of days in the period starting on the Grant Date and ending on your Termination Date, and (B) the denominator of which is the number of days in the period starting on the Grant Date and ending on the Vesting Date, and (2) subtracting from the resulting amount the number of RSUs awarded pursuant to this Agreement that previously vested under the Agreement (if any).

Termination Without Cause or Good Reason. Subject to Section 6.4, the Board acting for the Company shall have the right, at any time in its sole discretion, to terminate the Executive’s Employment under this Employment Agreement without Cause upon not less than thirty (30) days prior written notice to the Executive. The term “Termination without Cause” shall mean the termination by the Company of the Executive’s Employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and shall also mean the Executive’s decision to terminate his Employment under this Employment Agreement (and he hereby has such right) by reason of any act, decision or omission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive’s salary, bonus opportunities, options or other compensation benefits or perquisites, or the Executive’s authority, functions, services, rights, and privileges as, or commensurate with the Executive’s position as the Employee of the Company as described in Section 2.1; (B) relocates the Executive without his consent from certain of the Company’s offices located at or near ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ , ▇▇ ▇▇▇▇▇ to any other location in excess of twenty-five (25) miles beyond the geographic limits of Clearwater, FL;

Termination Without Cause or Good Reason. Grantee’s termination of employment without “Cause” or with “Good Reason” (as each term is defined in the Grantee’s Employment Agreement with the Company, dated March 11, 2010, as may be amended from time to time (the “Employment Agreement”)).

Termination Without Cause or Good Reason. In the event that this Agreement is terminated by the Company without Cause or by the Employee for Good Reason, and the Employee executes a separation agreement and general release of legal claims in a form provided by the Company, the Company shall pay the Employee as follows: (a) payment of a pro-rated bonus for the year of termination, through the date of termination, if any established performance or results criteria have been achieved on a pro-rated basis through that date payable on the 60th day after the date of termination; and (b) severance pay equal to twelve (12) months of Employee’s base salary on the date of termination. Severance will be paid out on monthly basis for 12 months, subject to applicable taxes and withholdings, with the amounts to be paid on the first payroll date within the 60-day period following the date of Employee’s date of termination on which the Employee’s executed release is effective. (c) for a period of twelve (12) months following the date of termination, if Employee elects COBRA health, dental and vision care continuation coverage, Employee shall be eligible to continue to receive the medical, dental and vision coverage provided by the Company as of the date of termination (or generally comparable coverage) for himself and, where applicable his spouse and dependents, as the same may be changed from time to time for employees of the Company generally provided; that in order to receive such continued coverage, the Company will pay the full cost of such coverage, including any administrative fee, for a 12 month period, or until Employee is eligible for such comparable coverage with a new employer, whichever comes first. (d) No payments or benefits payable to Employee upon the termination of Employee’s employment pursuant to this Section shall be made to Employee unless and until Employee executes a general release in a form satisfactory to the Company and such general release becomes effective pursuant to its terms not later than 60 days following Employee’s termination date. Such general release shall be provided to Employee on his termination date and shall not include additional restrictive covenant obligations than the ones stated in this Agreement.