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

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)), Executive’s Disability (as defined in Section 6(e)), or Executive’s death, or if Executive’s employment is terminated by Executive for Good Reason (as defined in Section 6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreement, the Severance Package. The payment of the Severance Package to Executive under this Section 6(a) shall (i) be contingent upon the execution by Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit C, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and Executive, the Severance Package shall not be subject to any duty to mitigate damages by Executive, nor any set off or reduction due to Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Appears in 3 contracts

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

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Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company Company, which shall be similar in substantially scope to the Company’s current standard release agreement form attached hereto as Exhibit CB, provided that if as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof and as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified in updates to the extent necessary to preserve the Initial Intent Company’s standard release agreement form (the “Release”); ) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Appears in 3 contracts

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

Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit CB, provided that if changes or expansions of relevant laws and regulations would result in Exhibit C B in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C B so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C B will be modified to the extent necessary to preserve the Initial Intent (the “Release”); ) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Appears in 1 contract

Samples: Employment Agreement (Eclipsys Corp)

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Termination Without Cause or Termination for Good Reason. Subject to Section 6(i), if If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c)) hereof), the Executive’s Disability (as defined in Section 6(e)) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2)) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the limitations described in this Agreementfollowing sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company Company, which shall be similar in substantially scope to the Company’s current standard release agreement form attached hereto as Exhibit CD, provided that if as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations would result in Exhibit C in the form thereof as of the date of this Agreement failing to achieve the intent thereof and as reflected by in updates to the Company’s standard release agreement form thereof as of the date of this Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit C will be modified to the extent necessary to preserve the Initial Intent (the “Release”); Release”)and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a); and (iii) be subject to the Agreement re Specified Acts. Except as expressly provided herein or in the Agreement re Specified Acts or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment, or earlier if required by applicable law.

Appears in 1 contract

Samples: Employment Agreement (Eclipsys Corp)

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