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 Without Cause; Termination for Good Reason. Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless th...
Termination Without Cause; Termination for Good Reason. (a) The Company may terminate Employee’s employment hereunder at any time, for any reason or for no reason, without Cause, effective upon the date designated by the Company upon ninety (90) days prior written notice to Employee. In addition, the Employee may voluntarily terminate his employment for Good Reason (as defined below) following ninety (90) days prior written notice to the Board.
Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment for any reason, or no reason at all, at any time, and the Executive may effect a Termination for Good Reason at any time; provided, that upon a Termination for Good Reason or a Termination Without Cause, except as otherwise provided in Section 9 of this Agreement, the Company shall provide the compensation and benefits set forth in this Section 8. The Executive may effect a Termination for Good Reason notwithstanding any incapacity due to physical or mental illness. In the event of a Termination Without Cause or a Termination for Good Reason, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.
Termination Without Cause; Termination for Good Reason. Subject to other provisions in this Article 6 to the contrary and during the Initial Term and any Succeeding Annual Terms only, upon the occurrence of a termination without Cause by Employer or a Termination for Good Reason by Employee, Employer shall:
Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive's employment at any time without Cause, for any reason or no reason and the Executive may terminate his employment with the Company at any time for Good Reason. If the Company or the Executive terminates the Executive's employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination of employment other than Base Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in clause (ii) below) earned and accrued under this Agreement prior to the Effective Date of the Termination of employment (and reimbursement under this Agreement for expenses incurred prior to the Effective Date of the Termination of employment); (ii) the Executive shall receive a cash payment equal to the Severance Payment payable, at the election of the Executive, as follows: (X) one hundred percent (100%) of the aggregate amount due to the Executive shall be paid pro rata on a monthly basis to the Executive over a period of 12 months in equal pro rata amounts in accordance with the Company's regular payment periods, or (Y) in one lump sum cash payment on the Effective Date of Termination equal to 75% of the Severance Payment amount; (iii) all equity awards held by the Executive shall become fully vested and exercisable; and (iv) this Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights hereunder (except as provided in Section 7.8); provided, however, that in the event that the Company elects not to renew this Agreement at the end of the Term and following any renewal of this Agreement and for all periods thereafter, the Executive shall not be entitled to a Severance Payment. The "Severance Payment" means the sum of: (i) the Executive's Base Salary in effect on the day of termination and (ii) the Executive's Average Annual Bonus. The Executive's "Average Annual Bonus" means the average bonus actually paid to the Executive with respect to the prior two (2) calendar years or if no bonus has been paid in either of the prior two (2) calendar years, Average Annual Bonus shall mean sixty-five percent (65%) of Executive's Base Salary. The Severance Payment shall be increased to three (3) times the sum of: (i) the Executive's Base Salary in effect on the day of termination and (i...
Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable no later than 30 days after the Effective Date of the Termination; (iii) for eighteen (18) months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to
Termination Without Cause; Termination for Good Reason. If the Company terminates Employee's employment without Cause (except as provided in Section 10(d) below), or if the Employee terminates Employee's employment for Good Reason, then the Company shall promptly pay or otherwise provide to Employee the following amounts in addition to those set forth in Section 10(a):
Termination Without Cause; Termination for Good Reason. Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination of Executive’s Employment pursuant to this Section 4.03, compensation shall be paid as follows:
Termination Without Cause; Termination for Good Reason. In the event that the Company terminates the Participant’s Service without Cause or, if applicable, the Participant terminates Services without Good Reason, the Restricted Stock Units shall immediately vest in full.
