Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason Sample Clauses

Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If Executive’s employment is terminated (i) by the Executive by Voluntary Resignation for Good Reason, each as defined below (provided that Executive has complied with the Notice of Resignation requirement set forth in Section 6.10 hereof) or (ii) by the Company without Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof, provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term), in addition to the Accrued Amounts, the Company shall pay to the Executive (A) a Pro-Rata Bonus and (B) an amount per month equal to one-twelfth of the sum of (x) Base Salary plus (y) the Target Annual Bonus Opportunity for the 18-month period following the Termination Date (the “Severance Benefits Period”); provided, that, if such termination occurs within the one (1) year period following a Change in Control (as defined below), in lieu of the Base Salary and Target Annual Bonus Opportunity continuation described in this clause (B), the Executive shall be entitled to such amounts in a lump sum ((A) and (B) together, the “Severance Amounts”). The Executive and the Executive’s dependents shall also be entitled to health benefits (including medical and dental benefits) under the Company’s health insurance plan for the Severance Benefits Period, subject to earlier termination of such benefits if the Executive ceases to be eligible for continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) on similar terms and conditions applicable to Executive immediately prior to the termination of Executive’s employment; provided, that, such continued coverage shall be paid for by the Company to the extent that the Company was paying for such medical benefits immediately prior to termination, and the period of such continued coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 601 of the Employee Retirement Income Security Act of 1974, as amended, and any similar state law, and under COBRA, and any similar state law (the “Continued Medical Benefits”). The Company’s obligations under this Section 3.3 are collectively referred to as the “Severance Benefits.” Notwithstanding any provision to the contrary herein, and without limitation of any remedies to which the Company may be entitled, (i) the Severance Amounts shall be paid, or commence to ...
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (X) by the Company other than for Cause, death or Disability or (Y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to: (i) a payment equal to one times the sum of the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date and (1) if such termination occurs prior to March 31, 2022, the greater of (a) the Annual Bonus actually paid to the Executive for the previous calendar year, and (b) the Target Annual Bonus Opportunity, or (2) if such termination occurs on or subsequent to March 31, 2022, the Annual Bonus actually paid to the Executive for the previous calendar year (the “Severance Amount”); (ii) payment of the Pro-Rata Bonus (as defined below), payable at the time when annual bonuses are paid generally; (iii) any unpaid portion of the Signing Bonus, (the “Signing Bonus Severance”); and (iv) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the Termination Date occurs, the Company shall reimburse the Executive, on a monthly basis, for the excess costs of continued health benefits for himself and his covered dependents for the twelve-month period following the Termination Date, or such earlier date on which COBRA coverage for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”). The Company’s obligations to pay the Severance Amount, the Pro-Rata Bonus, the Signing Bonus Severance, and to provide Medical Benefit Continuation shall be conditioned upon (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Agreement and (ii) the Executive executing and delivering to the Company a general release in the form attached hereto as Exhibit C (the “Release”) and the Release becoming irrevocable within 60 days following the Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payment of the Severance Amount will be made in equal installments on the Company’s payroll dates occurring in the 12 month period following the Release Effective Date, payment of the Signing Bonus Severance will be paid in a lump sum within 15 days following the Release Effective Date, and pa...
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term by the Company other than for Cause, death or Disability (defined below), or by the Executive for Good Reason (defined below), the Executive shall be entitled to:
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (x) by the Company other than for Cause, death or Disability or (y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to (i) a payment equal to one times the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date plus (ii) the Executive’s unprorated Annual Bonus for the year of such termination based on the Company’s actual performance for such year ((i) and (ii) collectively, the “Severance Amount”). The Company’s obligations to pay the Severance Amount shall be conditioned upon: (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit B, within 45 days after the Executive’s Termination Date. Subject to Section 3.2(c), the Base Salary portion of the Severance Amount shall be paid in equal installments on the Company’s regular payroll dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and the Annual Bonus portion of the Severance Amount shall be paid at the same time as other bonuses are paid.
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (X) by the Company other than for Cause, death or Disability or (Y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to: (i) payments equal to one times the Executive’s annual base salary at the rate in effect immediately prior to the Termination Date, payable in equal installments on the Company’s payroll dates during the one year period following the Termination Date (the “Severance Amount”); (ii) a pro-rata bonus for the fiscal year of termination, equal to the Executive’s Target Annual Bonus Opportunity (defined below) for the year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable fiscal year prior to and including the Termination Date and the denominator of which is 365 (the “Pro-Rata Bonus”); and (iii) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to a payment equal to 1.5 times the sum of his Base Salary at the rate in effect immediately prior to the Termination Date (such payments, the “Severance Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit C. Subject to Section 3.2(d), the Severance Payments will be paid in equal installments on the Company’s regular payroll dates occurring during the 18-month period beginning as soon as practicable following the effectiveness of the Release. The Company shall also provide continued health benefits to the Executive and his eligible dependents pursuant to COBRA and shall, until the first (1st ) anniversary of the Termination Date, pay any applicable COBRA premium to the extent it exceeds the premium then payable by a then active employee of the Company.
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (a) by the Company other than for Cause, death or Disability or (b) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive may elect to continue group health coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA premiums does not exceed the cost to the Executive of such health plan premiums immediately prior to termination, for a period of up to six months after his termination (or until he is no longer eligible for COBRA continuation, if sooner). Such reimbursements for COBRA premiums shall not be made to the extent such payments would result in any additional tax or penalty to the Company under the Affordable Care Act or any other applicable law. The Company’s obligations to pay the COBRA premiums described above shall be conditioned upon the Executive’s continued compliance with his obligations under Section 4 of this Agreement.
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Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to a payment equal to one (1) times the sum of his Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (such payments, the “Severance Payments”). In addition, the Company shall pay the Executive a pro-rata bonus for the year of termination, based on the actual performance of the Company for the full year and the number of days in such year prior to and including the Termination Date (the “Pro-Rata Bonus”), payable at the time when annual bonuses are paid generally. The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit E. Subject to Section 3.2(d), the Severance Payments will be paid in equal installments on the Company’s regular payroll dates occurring during the twelve (12) month period beginning as soon as practicable following the effectiveness of the Release. The Company shall also provide continued health benefits to the Executive and his eligible dependents pursuant to COBRA and shall, until the first (1st) anniversary of the Termination Date, pay any applicable COBRA premium to the extent it exceeds the premium then payable by a then active employee of the Company.
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Related to Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by the Executive for Good Reason Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

  • Termination by the Employee for Good Reason The Employee may terminate this Agreement at any time upon the occurrence of any of the following events (each a "Good Reason"), if such occurrence takes place without the express written consent of the Employee:

  • Termination by the Company Without Cause or by the Executive for Good Reason If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • 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 Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Voluntary Termination by the Executive Notwithstanding anything in this Agreement to the contrary, the Executive may, upon not less than thirty (30) days' written notice to the Company, voluntarily terminate employment for any reason (including retirement under the terms of the Company's retirement plan as in effect from time to time).

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