Common use of Termination Without Cause or Termination for Good Reason Clause in Contracts

Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Appears in 12 contracts

Samples: Indemnity Agreement (Symantec Corp), Indemnity Agreement (Symantec Corp), Indemnity Agreement (Symantec Corp)

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Termination Without Cause or Termination for Good Reason. The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If your the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Symantec Employer terminates by reason Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 4 (a) above; (iii) continuation of a “Termination without “Cause” the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (as defined below) or your “Resignation except for Good Reason” (as defined belowDisability Insurance), or the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shalleconomic equivalent thereof, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time same cost and level in effect on the date of your termination of the Employee’s employment with the Symantec Employer. You shall Company for one (1) year after such date of termination; and (iv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the limited period specified in each case may be, within one year of the applicable option agreements date of such termination without cause or for your Veritas Options to exercise those Veritas Options following your termination good reason. Notwithstanding any other provision of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In this Agreement, in addition to the Accrued Compensationbenefits described above, you will if Employee is terminated without cause or terminates his employment for good reason as a result of a Change in Control of the Company (including without limitation any termination within two (2) years of a Change in Control which shall be deemed to be as a result of a Change in Control) then Employee shall also be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar a lump sum payment in an amount equal to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier greater of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment Employee’s then targeted annual bonus or (ii) the first date you are covered under another employerEmployee’s health benefit program which provides substantially targeted annual bonus immediately prior to the same level of benefits Change in Control. If the Employee’s employment is to be terminated without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In additioncause, such benefits will be in lieu of any entitlement you may have to the Company shall give the Employee thirty (30) days prior written notice of terminationits intent to so terminate the Employee’s employment. If the Employee intends to terminate Employee’s employment for good reason, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention PlanEmployee agrees to give the Company at least thirty (30) days prior written notice.

Appears in 3 contracts

Samples: Employment Agreement (Neurogen Corp), Employment Agreement (Neurogen Corp), Employment Agreement (Neurogen Corp)

Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve eighteen (12)-month 18)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Appears in 2 contracts

Samples: Employment Agreement (Symantec Corp), Employment Agreement (Symantec Corp)

Termination Without Cause or Termination for Good Reason. The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If your the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Symantec Employer terminates by reason Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 4(a) above; (iii) continuation of a “Termination without “Cause” the health and welfare benefits of the Employee, Employee’s spouse and their eligible dependents, if any, as set forth in Section 4(c) above (as defined below) or your “Resignation except for Good Reason” (as defined belowDisability Insurance), or the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shalleconomic equivalent thereof, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time same cost and level in effect on the date of your termination of the Employee’s employment with the Symantec Employer. You shall Company for one (1) year after such date of termination; and (iv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the limited period specified in each case may be, within one year of the applicable option agreements date of such termination without cause or for your Veritas Options to exercise those Veritas Options following your termination good reason. Notwithstanding any other provision of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In this Agreement, in addition to the Accrued Compensationbenefits described above, you will if Employee is terminated without cause or terminates his employment for good reason as a result of a Change in Control of the Company (including without limitation any termination within two (2) years of a Change in Control which shall be deemed to be as a result of a Change in Control) then Employee shall also be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar a lump sum payment in an amount equal to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier greater of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment Employee’s then targeted annual bonus or (ii) the first date you are covered under another employerEmployee’s health benefit program which provides substantially targeted annual bonus immediately prior to the same level of benefits Change in Control. If the Employee’s employment is to be terminated without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In additioncause, such benefits will be in lieu of any entitlement you may have to the Company shall give the Employee thirty (30) days prior written notice of terminationits intent to so terminate the Employee’s employment. If the Employee intends to terminate Employee’s employment for good reason, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention PlanEmployee agrees to give the Company at least thirty (30) days prior written notice.

Appears in 2 contracts

Samples: Employment Agreement (Neurogen Corp), Employment Agreement (Neurogen Corp)

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Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Appears in 1 contract

Samples: Indemnity Agreement (Symantec Corp)

Termination Without Cause or Termination for Good Reason. The Company may terminate the Employee’s employment hereunder without cause and the Employee may terminate Employee’s employment hereunder for good reason. If your the Company terminates the Employee’s employment hereunder without cause, or if the Employee terminates Employee’s employment hereunder for good reason, the Employment Period shall end and the Employee shall only be entitled to (i) any Base Salary accrued or annual bonus awarded and earned but not yet paid as of the actual date of termination of the Employee’s employment with the Symantec Employer terminates by reason Company; (ii) a lump sum payment in an amount equal to the Employee’s annual Base Salary as provided in Section 4(a) above; (iii) continuation of a “Termination without “Cause” the health and welfare benefits of the Employee, Employees’ spouse and their eligible dependents, if any, as set forth in Section 4(c) above (as defined below) or your “Resignation except for Good Reason” (as defined belowDisability Insurance), or the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shalleconomic equivalent thereof, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time same cost and level in effect on the date of your termination of the Employee’s employment with the Symantec Employer. You shall Company for one (1) year after such date of termination; and (iv) the right to exercise immediately any stock options and to freely trade any restricted stock granted to the Employee which, but for such termination, would have become exercisable or tradable, as the limited period specified in each case may be, within one year of the applicable option agreements date of such termination without cause or for your Veritas Options to exercise those Veritas Options following your termination good reason. Notwithstanding any other provision of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In this Agreement, in addition to the Accrued Compensationbenefits described above, you will if Employee is terminated without cause or terminates his employment for good reason as a result of a Change in Control of the Company (including without limitation any termination within two (2) years of a Change in Control which shall be deemed to be as a result of a Change in Control) then Employee shall also be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar a lump sum payment in an amount equal to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier greater of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment Employee’s then targeted annual bonus or (ii) the first date you are covered under another employerEmployee’s health benefit program which provides substantially targeted annual bonus immediately prior to the same level of benefits Change in Control. If the Employee’s employment is to be terminated without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In additioncause, such benefits will be in lieu of any entitlement you may have to the Company shall give the Employee thirty (30) days prior written notice of terminationits intent to so terminate the Employee’s employment. If the Employee intends to terminate Employee’s employment for good reason, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention PlanEmployee agrees to give the Company at least thirty (30) days prior written notice.

Appears in 1 contract

Samples: Employment Agreement (Neurogen Corp)

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