Termination Without. JUST CAUSE" includes, but is not limited to, any unilateral change in the material terms and conditions of the Executive's employment.
Termination Without. Cause" or "Good Reason." Either the Company or the Employee shall have the right to terminate this Agreement without "Cause" or "Good Reason" and in its or his discretion, upon written notice to be given to the other party not less than sixty (60) days prior to the effective date of such termination. In such event, all amounts due and owing under this Agreement shall be payable in accordance with their terms as set forth elsewhere in this Agreement.
Termination Without. Cause," for "Good Reason" or for "Death or Disability". (a) Except as provided in Section 3.2(c), in the event the Employee's employment is terminated by the Company without "Cause" or by the Employee for "Good Reason," (i) the Company shall continue to pay to the Employee base salary for a period of 6 months; and (ii) the Employee shall be entitled to 6 months of continued coverage under the health and welfare benefit plans in which Employee was eligible to participate immediately prior to the date of termination on the same basis as such benefits were made available immediately prior to the date of termination.
Examples of Termination Without in a sentence
If the Company disagrees with an Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause).
Employee may elect to terminate his Employment under this Agreement upon a Constructive Termination Without Cause, as defined below.
Upon notice to the Executive, the Company may terminate the Executive’s employment at any time for any reason other than for Cause and other than due to Disability (“Involuntary Termination Without Cause”).
The termination of Executive’s employment as a result of Executive’s death or inability to perform the essential functions of his job due to disability will not be deemed to be an Involuntary Termination Without Cause.
If Executive’s employment is terminated under Section 3.1(a)(ii) (Termination Without Cause) or 3.1(a)(iv) (Constructive Termination) above (such termination, an “Involuntary Termination”), Executive will be entitled to receive payment of severance benefits equal to Executive’s regular monthly salary for twelve (12) months (the “Severance Period”).
More Definitions of Termination Without
Termination Without. Cause shall mean either (1) a termination of the Executive’s employment by the Company, (other than a termination due to death as described in Section 10(a) above, disability as described in Section 10(b) above, or a Termination For Cause as described in Section 10(c) above); or (2) a termination due to Good Reason Resignation as defined as follows:. Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with his title, duties, or responsibilities; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits.
Termination Without. Cause shall mean either (1) a termination by the Company of the Executive’s employment, (other than a Termination For Cause); or (2) a termination by the Executive due to a Good Reason Resignation. A Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with this Agreement; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits; but only if the conditions described in clause (i) or (ii) constitute a material negative change to the Executive in the service relationship, as that phrase is used in Treas. Reg. §1.409A-1(n)(2)(i).
Termination Without. Cause" or for "Good Reason" (as such term is defined below). If the Employer should terminate the Employee's employment for any reason (including a termination as a result of a Change of Control) other than for Cause, or in the event the Employee terminates employment for Good Reason or Employer gives notice of its intent not to renew this Agreement under Section 2, then:
Termination Without. Cause" or for "Good Reason" (as such term is defined below). If the Company should terminate the Executive's employment for any reason other than for Cause, or in the event the Executive terminates employment for Good Reason, the Company shall pay the Executive, in a lump sum within ten (10) days following his termination of employment, an amount equal to the Executive's highest Base Salary during the 12-month period prior to his termination of employment. The Executive shall also be entitled to:
Termination Without. Cause shall mean termination of the Consultant & its Management Designee's Engagement by the Company other than termination for Cause or for Disability.
Termination Without. Cause" or Termination With "Good Reason". In the event of Executive's termination of employment by the Company without Cause or in the event Executive terminates his employment with Good Reason, as provided for in this Section 6, the Company shall, in addition to providing Executive with the payments and benefits provided in Section 6(b) above, continue to pay to Executive his then current Base Salary (as defined in Section 4(a)) for a period of twelve months, payable in arrears in substantially equal semi-monthly installments, commencing on the effective date of his termination of employment. The Executive shall not be obligated to seek or accept other employment to mitigate the amounts payable under this Agreement, nor shall any amounts or benefits that may be paid or provided to Executive in connection with any other employment or self-employment reduce the amounts and benefits payable or provided to Executive hereunder. In addition, if such termination occurs after the end of the first Contract Year, the
Termination Without. Cause prior to the loan forgiveness date, 1/3 of the loan will be forgiven for each full year of employment with the Company (or its subsidiaries) following the Closing Date. An "Involuntary Termination Without Cause" means a termination of employment by the Company and its subsidiaries (including a termination by reason of death or disability) for reasons other than continuing misconduct, a continuing failure to substantially perform assigned duties, or other material violation of Company policy as applied in a manner consistent with past practices of the Company prior to the Effective Time, in each case after notice and a reasonable opportunity to cure such action shall have been provided to the employee. PERFORMANCE-VESTING 50% of the loan (including interest thereon) will be forgiven as of the Maturity Date if the Company has attained its cumulative "Operating EBIT" goal for such period, as prepared by the CEO of the Company in accordance with the long- term model presented to Numico prior to the date of the Merger Agreement. If a participant is involuntarily terminated without Cause prior to the Maturity Date, 1/3 of the loan (including interest thereon) will be forgiven for each annual Operating EBIT goal attained during such period. SHARE ACCOUNTS All shares purchased under this plan will be held in an account by Numico or Company until the Maturity Date or, if earlier, the date of termination of employment. Participants will have voting (if any), dividend and any other shareholder rights with respect to such shares during such period. Immediately after the Maturity Date, shares held in such account will be delivered to participants (or their nominees) and may be freely sold or transferred. SECURITIES LAW If the purchase of shares of Numico under this plan by eligible employees of the Company (or its subsidiaries) is not permissible by reason of the application of U.S. securities laws or compliance with such laws or other applicable laws would be unduly burdensome, such employees will be granted substitute awards substantially equivalent to the economic benefit under this plan. MISCELLANEOUS In addition to any limitations on transfer or sale described above or upon the lifting of such limitations, the sale of shares of Numico acquired under this plan will be subject to applicable law and the policies of Numico generally