without reason definition

without reason means the Executive’s decision to terminate his employment under this Agreement for any reason or no reason at all; provided, however, that the Executive shall not have the right to so terminate his employment if the Company has provided a notice of termination of the Executive pursuant to Section 6.1 or 6.2 unless the Executive has cured, in accordance with Section 6.1, those acts or omissions that gave rise to the delivery of the notice of termination by the Company. In the event (i) the Company shall exercise the termination right granted pursuant to this Section 6.2 or (ii) on or after December 31, 2006, the Executive shall exercise the termination right granted pursuant to this Section 6.2, then except as set forth in the proviso to this Section 6.2, neither party shall have any rights or obligations under Article 2 (except for Section 2.3), Sections 3.1 and 3.2, or Articles 4 and 5; provided, however, that, subject to Section 3.5, the Company shall pay to the Executive (a) an amount equal to twelve (12) months of the Executive’s Base Salary in effect at the time of termination plus the Bonus (at the Target level) and shall continue to provide all benefits in accordance with Section 4 for a period of twelve (12) months after the effective date of the termination (subject in each case to Section 3.3), except that the Company shall not be required to provide such benefits to the extent that, during such twelve (12) month period, the Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer, and (b) any amount due and owing as of the termination date pursuant to Sections 3.1 and 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the performance of the Company in such year as of the date on which the termination occurs versus the performance targets for the Company established by the Board for the entire year, and using such factors as the Board shall determine in its sole discretion (e.g., revenue, EBITDA, net income, etc.)) and Article 5 (subject, in each case, to Section 3.3), and, provided further, that the remaining provisions of this Agreement shall remain in full force and effect in accordance with their terms. The amounts and benefits required by clause (a) above shall be provided only if the Executive has executed (and not revoked) a release in favor of the Company (which release shall be substantially in the form attached as Ex...
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without reason means termination of the Participant’s employment other than for (i) any act, whether or not involving the Company, of fraud or gross misconduct; (ii) the commission by the Participant of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (iii) gross negligence or willful misconduct of the Participant with respect to the Company; and
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Related to without reason

  • Without Good Reason means termination of Executive’s employment by Executive other than For Good Reason pursuant to SECTION 3.2(b) below.

  • Without merit means the same as that term is defined in Section 62A-4a-101.

  • Terminated Without Cause means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Opt-Out Request has the meaning ascribed to such term in Section 4.16.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.