Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (a) The Company may terminate the Executive’s employment without “Cause” (as defined in Section 4.3(g)), and thereby terminate the Executive’s employment (and the Employment Period) under this Agreement at any time with no requirement for notice to the Executive.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event that during the Employment Period (i) the Company terminates Executive’s employment for any reason other than for Cause or due to Executive’s Disability, or (ii) Executive resigns for Good Reason, Executive shall be entitled to receive the Accrued Obligations and, subject to compliance with the release requirement of Section 8 and except as otherwise provided in Sections 12(h) and 14(e), the following payments and benefits:
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) The Executive's employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for "Good Reason" upon one (1) month's written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include without limitation a failure to pay the Executive his salary or bonus, a failure to provide the Executive his benefits, or a requirement that the Executive travel a significantly larger number of days than in the previous calendar year; (B) a material reduction in the Executive's duties or responsibilities; (C) a change in the Executive's reporting relationship so that he no longer reports directly to the President; (D) a relocation of the Executive's worksite to a location 75 miles or more from its current location.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive the Executive’s Accrued Benefit. Additionally, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or by the Executive for Good Reason as provided in Section 4(e), (ii) the Executive signs a general release of claims in a form and manner reasonably satisfactory to the Company (the “Release”) within 21 days (or such other time as is required by law to make the Release effective and is set forth in the Release) of the receipt of the Release and does not revoke such Release during the seven-day revocation period, and (iii) the Executive complies with the Nondisclosure and Inventions Agreement between the Executive and the Company attached hereto as Exhibit A (as amended, the “Inventions Agreement”), the Confidentiality Agreement between the Executive and the Company attached hereto as Exhibit B (as amended, the “Confidentiality Agreement”) and the covenants set forth in Section 8 of this Agreement (collectively with the Inventions Agreement and the Confidentiality Agreement, the “Restrictive Covenants”), then:
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) The Executive’s employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) month’s written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s worksite to a location seventy five (75) miles or more from its current location.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive ceases to be employed by the Company prior to the expiration of the Term because the Executive was terminated without Cause or resigned for Good Reason, the Executive will: (i) be subject to the Separation Program; provided, however, if the date of termination occurs after September 30, 2020, the two years of salary and bonus payable to the Executive under the Separation Program shall be multiplied by a fraction, the numerator of which shall be the number of days from the last day of employment until September 30, 2022 and the denominator of which shall be 730, and shall not be payable if the last day of employment is on or after September 30, 2022; (ii) with respect to all equity Awards under the LTIP, (A) Stock Options and Stock Appreciation Rights shall continue to vest and be exercisable for the full term set forth in the award agreement, (B) Restricted Shares, Deferred Stock Units, and any similar awards (e.g., restricted stock units) subject solely to time based vesting conditions shall vest on the date of termination, and (C) Awards that are conditioned on the satisfaction of performance conditions shall be vested and paid out or distributed following the determination of performance for the applicable performance period at the same time as such Awards are generally paid or distributed to other senior executives of the Company, based on actual performance for the performance period, and (iii) continue to be covered by the Company’s policies and practices regarding indemnification and Directors and Officers insurance in the same amount and to the same extent as the Company covers its other officers and directors. The Executive shall also be treated as having a Retirement upon such a termination to the extent more favorable to Executive on an element by element basis. Other than as stated in this Section 12(d), the Executive shall have no other rights or remedies, unless such termination falls within the scope of the Change in Control Agreement, in which event the Change in Control Agreement shall apply.
Termination by the Company Without Cause or Resignation by the Executive for Good Reason o The Company may terminate Executive's employment without "Cause" (as defined below), and thereby terminate Executive's employment (and the Employment Period) under this Agreement at any time upon not less than thirty (30) days' prior written notice. o The Executive may resign, and thereby terminate his employment (and the Employment Period), at any time for "Good Reason" (as defined below), upon not less than thirty (30) days' prior written notice to the Company specifying in reasonable detail the reason therefor; provided, however, that the Company shall have a reasonable opportunity to cure any such "Good Reason " (to the extent possible) within thirty (30) days after the Company's receipt of such notice. o In the event the Executive's employment is terminated (i) by the Company without "Cause," or (ii) by the Executive for "Good Reason" then, subject to Section 4.3(d) hereof, the following provisions shall apply: o The Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company until the expiration of the Employment Period without giving effect to any further extensions pursuant to Section 2.2 hereof, with all such amounts payable in accordance with the Company's payroll system in the same manner and at the same time as though the Executive remained employed by the Company. o If such termination occurs upon or within six (6) months following a Change of Control (as defined below), the Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) for a two (2) year period following such date of termination, with all such amounts payable in accordance with the Company's payroll system in the same manner and at the same time as though the Executive remained employed by the Company, subject to Section 4.3(c)(vii) hereof. o The Company shall pay to the Executive a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had he worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. The bonus shall be payable in full within forty-five (45) days following the determina...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his employment hereunder for Good Reason, conditioned upon the Executive delivering to the Company a release in a form reasonably satisfactory to the Company with all periods for revocation expired, notwithstanding any provision in the terms of any incentive compensation plan or agreement to the contrary, in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under The Nextel Severance Benefits Plan, or any successor plan, program, agreement or arrangement, the Executive shall be entitled to:
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (in each case other than due to the Executive’s death or Disability), the Executive will be entitled to receive from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Company Group or otherwise, subject to Section 6.7 for the benefits described in clauses (ii) through (viii) below, the following: (i) the Accrued Compensation and Benefits; (ii) twelve (12) months of salary continuance at the same rate as the Base Salary at the time of termination, less applicable withholdings and deductions; (iii) a one-time lump sum payment in an amount equivalent to twelve (12) times the amount that the Company contributes to the health insurance premiums of the Executive per month at the time of the Executive’s termination, less applicable withholdings and deductions; (iv) accelerated vesting of any portion of the RSUs described in Section 4.3 that remain unvested and outstanding as of the Executive’s termination date (which equity-based awards or RSUs thereafter will be settled and payable); (v) accelerated vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Section 4.3) that are subject to solely time-based vesting conditions and are held by Executive at the time of termination (the “Time Vesting Equity Awards”), determined by multiplying the number of shares of Company common stock subject to each such Time Vesting Equity Award by a fraction, the numerator of which is the number of days elapsed since the beginning of the vesting period through the Date of Termination and the denominator of which is the number of total days in the vesting period; (vi) continued eligibility for vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Section 4.3 and any Time Vesting Equity Awards) that are subject to performance-based vesting conditions and are held by Executive at the time of termination (the “Performance Vesting Equity Awards”), with such pro-rata portion determined consistent with clause (v) above, and with the ultimate amount of any such Performance Vesting Equity Awards vesting based upon application of any applicable performance metrics determined by the Company in its sole discretion with respect to such Perf...
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates for Good Reason and such termination constitutes a Separation from Service, the Executive shall be entitled to receive from the Company: (1) the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation, and in lieu of any payments due under any severance plan or program for employees or executives, the following:
