By the Company Without Cause; By the Executive for Good Reason Sample Clauses

By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Executive’s employment during the Employment Period other than for Cause, Disability or death, or the Executive terminates the Executive’s employment during the Employment Period for Good Reason, the Company shall pay to the Executive within thirty (30) days following the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Section 5 shall be paid in accordance with the terms of such arrangements. In addition, if such termination of the Executive’s employment occurs prior to the Expiration Date, the Executive shall be entitled to the Separation Benefits (as defined in Section 8.6 upon the conditions set forth therein). The Company shall have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan).
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By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period other than for Cause, Disability or Death, or the Executive terminates the Employment Period for Good Reason, the Executive will be entitled to the Separation Benefits (as defined in Section 9(e)). Other than as set forth herein, the Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan). If requested by the Company, the Executive will execute a customary general release in a form satisfactory to the Company in furtherance of this Agreement and as a condition to the receipt of any Separation Benefits. Nothing in this Section 9(d) will be deemed to operate or will operate as a release, settlement or discharge of any liability of the Executive to the Company or others for any action or omission by the Executive, including without limitation any actions which formed, or could have formed, the basis for termination of the Executive’s employment for Cause.
By the Company Without Cause; By the Executive for Good Reason. In the event of a termination of the Executive’s employment by the Company without Cause (including for these purposes non-renewal of this Agreement pursuant to Section 2 as termination without Cause) or by the Executive for Good Reason, then the Company shall pay the Executive as follows:
By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period other than for Cause, Disability or death, or the Executive terminates the Employment Period for Good Reason, the Company shall promptly pay to the Executive after the Date of Termination as a lump sum payment an amount equal to three (3) times the combined Base Salary and Bonus paid to the Executive pursuant to Sections 5(a) and (c) during the immediately preceding full calendar year preceding the Date of Termination, as well as any accrued but unpaid Base Salary and Bonus through the Date of Termination, and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination. The Company shall also continue to provide benefits pursuant to Section 5(d) hereof to the Executive for a two year period commencing on the Date of Termination (or, to the extent such benefits cannot be provided, the Company shall make a cash payment to the Executive in an amount sufficient (on an after tax basis) to allow the Executive to obtain comparable benefits for such period), unless and until the Executive receives any such or similar benefits while employed in any capacity by any other employer during such two year period. In addition, all unvested options to purchase Company stock and shares of restricted Company stock held by the Executive shall become fully vested and, in the case of options, fully exercisable on the date of Date of Termination, and the Executive shall be entitled to exercise all such options for three years following the Date of Termination. Other than as set forth herein, the Company shall have no further obligations to the Executive under this Agreement or otherwise (except pursuant to Section 5(b) hereof and any employee benefit plans and as otherwise set forth in this Agreement).
By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Executive’s employment during the Employment Period other than for Cause, Disability or death, or the Executive terminates his employment during the Employment Period for Good Reason, the Executive will be entitled to the Separation Benefits (as defined in this Section 8). Other than as set forth herein, the Company will have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan). Nothing in this Section 8 will be deemed to operate or will operate as a release, settlement or discharge of any liability of the Executive to the Company or others for any action or omission by the Executive, including without limitation any actions which formed, or could have formed, the basis for termination of the Executive’s employment for Cause.
By the Company Without Cause; By the Executive for Good Reason. The Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good Reason at any time, upon delivery of a Notice of Termination by the applicable party at least thirty (30) days prior to the Date of Termination. If the Executive’s employment is terminated by the Company without Cause or by the Company for Good Reason, the Executive shall be entitled to receive the same payments and other items as set forth in clause (ii) of Section 5(c) hereof and, in addition, any Base Salary that would have otherwise been payable to the Executive from the Date of Termination through the end of the then current Term had the Executive’s employment not been terminated prior to the expiration of the then current Term (hereinafter referred to as the “Termination Payment”). In addition, from the Date of Termination until the end of the period for which the Termination Payment is due hereunder, (x) the Company shall reimburse the Executive, on a monthly basis, for any amounts paid by him for health insurance benefits, up to a maximum amount per month equal to the monthly payments made by the Company, on the Executive’s behalf, under the Company’s then current health insurance plan and (y) the Executive shall continue to have the right to be issued shares of Common Stock, pursuant to the earn out provisions of Section 3(b)(i) hereof, with respect to each year through the year ending December 31, 2013. Following the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, except as set forth herein, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.
By the Company Without Cause; By the Executive for Good Reason. If during the first year following the Commencement Date the Company terminates the Subsequent Employment Period other than for Cause, Disability, or death, or the Executive terminates the Subsequent Employment Period for Good Reason, the Executive shall be entitled to the Separation Benefits set forth in Section 9(e). Thereafter, if the Company terminates the Subsequent Employment Period other than for Cause, Disability or death, or the Executive terminates the Subsequent Employment Period for Good Reason, the Company shall pay to the Executive a cash lump sum equal to (i) any accrued but unpaid Base Salary through the Date of Termination of the Subsequent Employment Period and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination of the Subsequent Employment Period, (ii) any earned but unpaid target bonus for the fiscal year in which the Date of Termination of the Subsequent Employment Period occurs, and (iii) an additional payment of $200,000.
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By the Company Without Cause; By the Executive for Good Reason. If, at any time other than coincident with the occurrence of a Change in Control (as defined in Section 6) during the Initial Period or during a Change in Control Period (as defined in Section 6), the Employment Term is terminated by the Company other than for Cause or by the Executive for Good Reason, the Executive shall be entitled to the following compensation:
By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Executive's employment other than for Cause, disability or death, or the Executive terminates his employment for Good Reason, (i) the Company shall pay the Executive the Executive's pro rata portion of Base Salary through the Date of Termination and all other accrued but unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company, at the time such payments are due, (ii) the Company shall, subject to Sections 9(e),9(f) and 9(g) hereof, pay the Executive an amount equal to 6 months of the Executive's Base Salary, payable in equal monthly installments on the Company's regular salary payment dates for such number of months specified above, unpaid earned bonus pursuant to section 5(b), (iv) the benefits provided to or on behalf of the Executive pursuant to Section 5(e) of this Agreement (including but not limited to current company benefits that may include medical, health, life, accident, disability and other welfare benefits) shall he continued to be provided to or on behalf of the Executive for a 6 month period commencing on the Date of Termination, unless and until the Executive receives any such or similar benefits while employed in any capacity by another employer during such 6 month period, (v) the Company shall not have any further obligations to the Executive under this Agreement (except as otherwise set forth in this Agreement). For purposes of clarity, it is understood and agreed between the parties that no further accrual of pension or 401(k) benefits shall be provided to the Executive (other than earnings on existing accounts and balances) after the Date of Termination.
By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Executive's employment other than for Cause, disability or death, or the Executive terminates his employment for Good Reason, (i) the Company shall pay the Executive the Executive's pro rata portion of Base Salary through the Date of Termination and all other accrued but unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company, at the time such payments are due, (ii) the options of Executive shall become fully vested and non-forfeitable as of the Date of Termination, (iii) the Company shall pay the Executive an amount equal to one month’s Base Salary, and (iv) the Company shall not have any further obligations to the Executive under this Agreement (except as otherwise set forth in this Agreement). For purposes of clarity, it is understood and agreed between the parties that no further accrual of pension or 401(k) benefits shall be provided to the Executive (other than earnings on existing accounts and balances) after the Date of Termination.
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