Termination by Executive for Good Reason; Termination by Corporation Other Than for Cause or Disability Sample Clauses

Termination by Executive for Good Reason; Termination by Corporation Other Than for Cause or Disability. If, during the Employment Period, the Corporation shall terminate the Executive's employment other than for Cause or Disability, or the employment of the Executive shall be terminated by the Executive for Good Reason:
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Termination by Executive for Good Reason; Termination by Corporation Other Than for Cause or Disability. If, during the Employment Period, the Corporation shall terminate the Executive’s employment other than for Cause or Disability, or the employment of the Executive shall be terminated by the Executive for Good Reason: (i) the Corporation shall pay, subject to the constraints set forth in Section 6, to the Executive in a lump sum in cash within 10 days after the Date of Termination (the “Payment Date”) the aggregate of the following amounts: (A) to the extent not theretofore paid, the Executive’s Base Salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the two year period preceding the Effective Date (the “Highest Base Salary”); and (B) the product of (x) the higher of the annual bonuses, if any, paid to the Executive for the two full fiscal years prior to the Effective Date (the “Recent Bonus”) and (y) the fraction obtained by dividing (i) the number of days between the Date of Termination and the last day of the last full fiscal year and (ii) 365; and (C) the product of (x) one and (y) the sum of (i) the Highest Base Salary and (ii) the Recent Bonus; and (D) in the case of compensation previously deferred by the Executive, all amounts previously deferred and not yet paid by the Corporation; and (ii) for eighteen months after the Date of Termination, the Corporation shall (A) continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated, including health insurance and life insurance, if and as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives and their families and for purposes of eligibility for retiree benefits, if any, pursuant to such plans, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to retire on the last day of such period except that (B), in lieu of providing health insurance benefits the Corporation may, in its sole discretion, make a monthly cash payment, payable on the fifth day of each month following the Date of Termination during the eighteen-month period following the Date of Termination, equal to 1....
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Termination by Executive for Good Reason; Termination by Corporation Other Than for Cause or Disability. If, during the Employment Period, the Corporation shall terminate the Executive’s employment other than for Cause or Disability, or the employment of the Executive shall be terminated by the Executive for Good Reason: (i) the Corporation shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination (the “Payment Date”) the aggregate of the following amounts: (A) to the extent not theretofore paid, the Executive’s Base Salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the two year period preceding the Effective Date (the “Highest Base Salary”); and (B) the product of (x) the higher of the annual bonuses, if any, paid to the Executive for the two full fiscal years prior to the Effective Date (the “Recent Bonus”) and (y) the fraction obtained by dividing (i) the number of days between the Date of Termination and the last day of the last full fiscal year and (ii) 365; and (C) the product of (x) one and (y) the sum of (i) the Highest Base Salary and (ii) the Recent Bonus; and (D) in the case of compensation previously deferred by the Executive, all amounts previously deferred and not yet paid by the Corporation; and
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Related to Termination by Executive for Good Reason; Termination by Corporation Other Than for Cause or Disability

  • Termination by Employer Without Cause or by Executive for Good Reason If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; and (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years. The amount described in 5.b.(i) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. The amount described in 5.b.(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5.a.(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed a Release Agreement which has become irrevocable prior to the payment date.

  • Termination by Company without Cause or by Executive for Good Reason If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason:

  • Termination by Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • Termination by Employee other than for Good Reason The Employment under this Agreement may be terminated by Employee other than for Good Reason by written notice to the Board at least sixty (60) days prior to such termination. During the notice period, Employee shall diligently perform any assigned duties. The Company may make such resignation effective at any point during the notice period.

  • Termination Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

  • Termination by Employee for Cause In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

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

  • Termination by the Company for Cause or by Executive Without Good Reason If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall pay Executive all amounts earned or accrued hereunder through the termination date, including:

  • Termination by Employee without Good Reason The Employee shall have the right at any time to terminate the Employee's employment with both Employers without Good Reason by giving the Employers written notice that the Employee is terminating his employment. Any such termination shall apply to the Employee's employment with both Employers and be effective ninety (90) days after the giving of such notice by the Employee.

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