Termination Without Cause Resignation for Good Reason Contract Clauses (30)

Termination Without Cause Resignation for Good Reason. If the Executive's employment is terminated by the Company without Cause (as defined below), other than due to Disability, or by the Executive for Good Reason (as defined below), the provisions of this Section 8 shall apply. (a) The Company may terminate the Executive's employment with Shift at any time without Cause with prior written notice to the Executive and the Executive may resign for Good Reason (as defined below). (b) Unless the Executive complies with the Release Requirement (as define...d below), no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2, any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company (the "Accrued Obligations"). (c) Notwithstanding the provisions of Section 8(b), upon termination under Section 8(a) above, subject to the Release Requirement, and so long as the Executive continues to comply with the provisions of Section 16 below, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Continuation of the Executive's Base Salary for four (4) months (the "Severance Term"), at the rate in effect for the year in which the Executive's date of termination occurs (but no less than the amount scheduled to be in effect when a payment is made pursuant to Section 2), which amount shall be paid in regular payroll installments over the applicable period following the Executive's termination date; (ii) A prorated Annual Bonus for the year in which the Executive's termination of employment occurs, which shall be determined by multiplying the Executive's Annual Bonus, determined based on actual performance of Company goals, without negative discretion, and provided that any personal goals shall be considered to be fulfilled, by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year in which the termination date occurs and the denominator of which is 365. The prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company, but not later than March 15 of the fiscal year following the fiscal year for which it was earned; 4 (iii) Any unpaid Carve-Out Payments, paid at the time set forth in Section 3(b); and (d) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the coverage provided to the Company's then other active senior executives for twelve (12) months; provided that the Executive shall pay an amount equal to the amount active employees pay for such coverage as of the date of the Executive's termination (the "Monthly COBRA Costs") and the period of COBRA health care continuation coverage provided under section 4980B of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder (the "Code") shall run concurrently with the period; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this Section 8(d) shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive's subsequent or other employment. The Executive acknowledges that the payments pursuant to this Section 8(d) are taxable and subject to applicable withholding and payroll taxes. View More

Termination Without Cause Resignation for Good Reason. The Company may terminate the Executive's employment at any time without Cause upon 30 days' advance written notice. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason before or after the Change of Control Protection Period (as defined below), if the Executive executes and does not revoke a written Release (as defined below), the Exec...utive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (a) The Company will pay the Executive an amount equal to one times the Executive's annual Base Salary. Payment shall be made over the 12-month period following the termination date in installments in accordance with the Company's normal payroll practices. Payment will begin within 60 days following the termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment. (b) The Company shall make a lump-sum payment within 60 days following the termination date equal to the COBRA premiums that the Executive would pay if she elected continued health coverage under the Company's health plan for the Executive and her dependents for the 12-month period following the termination date, based on the COBRA rates in effect at the termination date. 3 (c) The Company shall pay any other amounts earned, accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company ("Accrued Obligations"), regardless of whether the Executive executes or revokes the Release. View More

Termination Without Cause Resignation for Good Reason. If the Employee's employment with the Company is terminated by the Company without Cause (as defined in Section 4.3), or by the Employee's voluntary resignation for Good Reason (as defined in Section 4.2), other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee's execution and non-revocation of a bin...ding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a "Severance Agreement") and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: 5.1 (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee's then-current annualized base salary (provided, however, that if Employee's employment is terminated by the Employee's voluntary resignation for Good Reason as a result of the Company's material reduction of the Employee's base salary, then the Employee's then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company's payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and (b) the amount of any bonus for the prior year that was approved but not yet paid to the Employee at the time of the Employee's termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in a manner and timing consistent with the payments to other similarly situated employees and consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") but in no event later than March 15 of the year following the year of performance; provided, in both cases, that the Severance Agreement has been executed and any applicable revocation period with respect thereto has expired within sixty (60) days following the Employee's date of termination (such 60th day, the "Payment Commencement Date"); provided, however, that if the 60th day following the Employee's date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be no earlier than January 1 of the year following the year of termination; and 5.2 upon the Employee's termination from employment pursuant to this Section 5, the Company shall make contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee and any applicable dependents for a period of six (6) months after the Employee's termination if the Employee elects COBRA coverage, and only for so long as such coverage continues in force; provided, however, that if the Employee commences new employment and is eligible for a new group health plan, the Company's contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company's contribution to Company-provided health and dental insurance coverage in effect immediately before termination of the Employee's employment for an active employee with the same coverage elections. At the end of the six (6) month period, the Employee may continue such COBRA, if applicable, and shall be responsible for all premiums thereafter. View More

Termination Without Cause Resignation for Good Reason. The Company may terminate the Executive's employment at any time without Cause. The Executive may initiate a termination of employment by resigning for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, which in either case occurs at any time other than upon or within one (1) year following a Change of Control, if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be enti...tled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (a) a cash payment equal to one (1) times the Executive's annual Base Salary as in effect on the termination date, payable in installments over the twelve (12) month period following the Executive's termination date in accordance with the Company's normal payroll practices (but no less frequently than monthly). Payment will begin within sixty (60) days after the Executive's termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment; (b) a cash payment equal to a pro-rated portion of Executive's target Annual Bonus, which shall be calculated by taking the target bonus amount described in Section 2(b) above and multiplying it by a fraction, the numerator which is the number of days that elapsed during the fiscal year in which termination of employment occurs, and the denominator of which is the number of calendar days in such fiscal year, with such amount payable in a lump sum within sixty (60) days following the Executive's termination date. A-3 (c) reimbursement in cash equal to 100% of the monthly COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company's health plans during the eighteen (18) month period following the Executive's termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within sixty (60) days after the Executive's termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive's termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; (d) accelerated vesting of twenty-five percent (25%) of the original number of shares subject to the Option granted pursuant to Section 2(d), or to the extent the number of shares subject to the Option that remain unvested at the time of termination is fewer than twenty-five percent (25%) of the original number of shares subject to the Option, accelerated vesting of the remaining unvested portion of the Option, in each case, subject to the terms and conditions of the Equity Plan, including, for the avoidance of doubt, the minimum vesting provisions set forth therein, and the applicable grant agreement; and (e) any accrued but unpaid Base Salary and any benefits accrued and due under any applicable benefit plans and programs of the Company ("Accrued Obligations"), and any accrued but unpaid annual bonus awarded and payable pursuant to Section 2(b) or Section 2(c) for the fiscal year preceding termination (the "Accrued Annual Bonus"), with such Accrued Obligations and Accrued Annual Bonus paid regardless of whether the Executive executes or revokes the Release. For the avoidance of doubt, any outstanding equity awards, other than the Option that vests in accordance with this Section 6, that the Executive holds on the date of the Executive's termination of employment pursuant to this Section 6 shall be forfeited, unless otherwise provided in the applicable grant agreement. View More