Obligations Upon Termination with Good Reason or Without Cause Sample Clauses

Obligations Upon Termination with Good Reason or Without Cause. In the event of Termination by the Executive with Good Reason or by the Company without Cause, in addition to the amounts and benefits set out in Section 5(a), the Company shall pay to the Executive (A) Annual Base Salary and annual cash bonus described in Section 3(b) of this Agreement at the target level payable monthly for twelve months following the date of Termination; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at the target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the numerator of which shall be the number of days from the beginning of such fiscal year to and including the date of Termination and the denominator of which shall be 365, which calculation shall be based on the terms of the Company's incentive compensation plan, assuming that all performance goals in effect on the date of termination were met at the target level for such year, such amount to be paid within 10 days of such date of Termination; (C) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (D) full vesting of any unvested stock options with such options to be exercisable for the remaining term of the option or one year from the date of Termination, whichever occurs first; (E) full vesting of any shares of restricted stock and elimination of any restrictions, and (F) continuation of medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided had the Executive remained employed for twelve months, such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility.
Sample 1
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Obligations Upon Termination with Good Reason or Without Cause. In the event of Termination by the Executive with Good Reason or by the Company without Cause, in addition to the amounts and benefits set out in Section 5(a), the Company shall pay to the Executive as separation benefits (A) an amount equal to Executive’s Annual Base Salary payable in equal installments on the Company’s regular pay days during the one-year period following the Termination and which shall be paid in accordance with the Company’s general payroll practices in effect from time to time, and (B) if the Termination occurs within twenty-four (24) months of the Commencement Date, the Company shall reimburse Executive for his moving expenses actually incurred during the six (6) month period following the Termination up to a maximum of $20,000. The Executive shall be required to provide documentation of such moving expenses in a form reasonably satisfactory to the Company.
Sample 1
Obligations Upon Termination with Good Reason or Without Cause. In the event of Termination by the Executive with Good Reason or by the Company without Cause, in addition to the amounts and benefits set out in Section 5(a), the Company shall pay to the Executive as separation benefits (A) Annual Base Salary payable monthly for twelve months following the date of Termination, medical benefits at active employee contribution rates for the Executive and his eligible dependents for twelve months following the Termination Date, and up to $10,000 for outplacement services by an outplacement firm selected by the Executive and reasonably approved by the Company, and (B) if the Termination occurs within twenty-four (24) months of the Effective Date, the Company shall reimburse Executive for his moving expenses actually incurred during the six (6) month period following the Termination up to a maximum of $20,000. The Executive shall be required to provide documentation of such moving expenses in a form reasonably satisfactory to the Company. The payment of separation benefits under this Agreement is expressly conditioned upon receipt by the Company of an enforceable waiver and release from the Executive in a form reasonably satisfactory to the Company.
Sample 1
Obligations Upon Termination with Good Reason or Without Cause. In the event of Termination by the Executive with Good Reason or by the Company without Cause, in addition to the amounts and benefits set out in Section 5(a), the Company shall pay to the Executive
Sample 1
Obligations Upon Termination with Good Reason or Without Cause. In the event of Termination by the Executive with Good Reason or by the Company without Cause, in addition to the amounts and benefits set out in Section 5(a), the Company shall pay to the Executive as separation benefits (A) Annual Base Salary payable monthly for twelve months following the date of Termination, and (B) if the Termination occurs within twenty-four (24) months of the Effective Date, the Company shall reimburse Executive for his moving expenses actually incurred during the six (6) month period following the Termination up to a maximum of $20,000. The Executive shall be required to provide documentation of such moving expenses in a form reasonably satisfactory to the Company. The payment of separation benefits under this Agreement is expressly conditioned upon receipt by the Company of an enforceable waiver and release from the Executive in a form reasonably satisfactory to the Company.
Sample 1

Related to Obligations Upon Termination with Good Reason or Without Cause

  • Termination for Good Reason or Without Cause If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

  • Termination Without Cause or With Good Reason If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall pay to Executive:

  • Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Termination by the Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

  • Termination Without Cause; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment under this Agreement at any time without Good Reason, upon thirty (30) days’ prior written notice to Employer. In the event of a termination described in this Section 4(d), Employer shall pay to Employee all of Employee’s Accrued Obligations.

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