Termination Without Good Cause definition

Termination Without Good Cause. A Termination Without Good Cause shall be deemed to have occurred if, not later than one year after a Change of Control, APP or any successor-in-interest terminates the Executive’s employment without “Cause” as hereafter defined or if the Executive terminates his employment by APP or any successor within six months after (i) a significant diminishment in the nature and scope of the authority, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; (ii) a reduction in the Executive base salary without the express written consent of the Executive; or (iii) the Executive’s place of employment is relocated more than 40 miles from APP’S current headquarters in Redwood City, California. For purposes of this paragraph, APP shall have "Cause" to terminate the Executive’s employment if the Executive either (i) continuously fails to substantially perform his duties hereunder; or (ii).intentionally engages in illegal or grossly negligent conduct which is materially injurious to the Company monetarily or otherwise. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate him for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; (3) the notice is given within 90 days of the Company’s learning of such act or acts or failure or failures to act; and (4) the Executive fails to substantially cure such conduct, within 30 days after the date that such written notice is given to him.
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Termination Without Good Cause shall be deemed to exist if after a Change in Control the Executive is terminated by the Company for any reason other than "Good Cause." "Good Cause" shall be deemed to be (a) the conviction of the Executive, by a court of competent jurisdiction, of a felony committed by the executive during the term of this Agreement; (b) the written confession by the Executive of a felony committed during the term of this Agreement; or (c) the conviction of or written confession by the Executive to the embezzlement or misappropriation of funds of the Company, which embezzlement or misappropriation was committed by the Executive during the term of this Agreement.
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Termination Without Good Cause means (a) the termination of the Executive's employment or a substantial reduction in his duties, salary or benefits, or the location at which he performs services, as in effect the day prior to the Effective Date of a Change of Control (b) which is for a reason other than those listed in the definition of a Termination for Cause under the Plan.
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Examples of Termination Without Good Cause in a sentence

  • Should an ownership transfer event as described above occur, the Company may choose to terminate this Agreement, in which case Section 7(D) (Termination Without Good Cause – Severance Pay) would apply.

  • The Company shall be entitled to terminate this Agreement for any reason other than death, disability, or "Good Cause," at any time during the Employee’s employment, by providing thirty (30) days written notice to the Employee that the Company is terminating the Agreement without "Good Cause," as defined herein ("Notice of Termination Without Good Cause"), provided, however, that the Company shall be required to pay Severance Pay in accordance with the Severance provisions described below.

  • Provided, however, that in the event of any Notice of Termination Without Good Cause or Notice of Non-Renewal Without Good Cause, the Company shall be required to pay Severance Pay in accordance with the Severance provisions in Section 5.

  • In the event of a Non-Renewal Without Good Cause or a Termination Without Good Cause or a Resignation For Good Reason, the Company agrees to continue any and all benefits as provided in the Greyhound Lines, Inc.

  • Severance Pay required pursuant to this section shall be payable in cash in full within thirty (30) days after the Notice of Termination Without Good Cause, the Notice of Non-Renewal Without Good Cause, or the Notice of Resignation for Good Reason is communicated.

  • The Company shall be entitled to terminate this Agreement for any reason other than death, disability, or "Good Cause," at any time during the Employee's employment, by providing written notice to the Employee that the Company is terminating the Agreement without "Good Cause," as defined herein ("Notice of Termination Without Good Cause"), provided, however, that the Company shall be required to pay Severance Pay in accordance with the Severance provisions described below.

  • Those Options which would otherwise have vested and become exercisable on any future date beyond twenty four (24) months immediately following Termination Without Good Cause shall immediately cease to exist as issued options, having immediately reverted to the Company.

  • Those Options which would otherwise have Vested on any future date beyond twenty four (24) months immediately following Termination Without Good Cause shall immediately cease to exist as issued options, having immediately reverted to the Company.

  • In the event of a Non-Renewal Without Good Cause or a Termination Without Good Cause or a Resignation For Good Reason, the Company agrees to continue any and all Employee Benefits provided in Subsections 1(d) (2), (4), (5), (6), (7), (8), and (9) received by the Executive during his employment with the Company, as modified pursuant to the terms of Subsection l(d), for twenty-four (24) months after the effective date of termination, non-renewal or resignation.

  • In the event of a Non-Renewal Without Good Cause or a Termination Without Good Cause or a Resignation For Good Reason, the Company agrees to continue any and all Employee Benefits received by the Executive during his employment with the Company, as modified pursuant to the terms of Section 1(f), for twenty-four (24) months after the effective date of termination, non-renewal or resignation.