Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.
Resignation Without Good Reason. The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder. No such resignation shall be effective unless in writing with thirty (30) days’ notice thereof.
Termination by the Executive Without Good Reason. The Executive may terminate his employment hereunder at any time without Good Reason.
Termination Without Good Cause. This Agreement may be terminated by either party without cause, by giving written notice, sixty (60) days prior to the effective date of termination. If terminates Loggenberg without cause, then severance payments as per the Severance Agreement entered into in addition to this Agreement will apply.
Subject to [Section 7] of this [Appendix A] and in accordance with [Section 3(a)(vi)] of the Agreement, you, Booking.com and BHI agree that if your employment with the Company is terminated by the Company without Cause or is terminated by you for Good Reason, the Company will, subject to the terms and conditions set forth in the following paragraphs and provided that you have not filed any claims in connection with the termination of your employment, in full and final settlement of any claims for compensation relating to the termination, pay you a voluntary contractual severance amount equal to the sum of: # one (1) times the sum of the Base Salary and target Annual Bonus, if any, for the year in which such termination occurs (the "Severance Payment"), which will be paid as set forth in [Section 4] below (provided, however, if the Base Salary or target Annual Bonus, if any, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period); # any compensation earned but not yet paid as of the date of termination, including, without limitation, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to BHI and Booking.com policies, any bonus earned but not yet paid for a completed fiscal year, and any unreimbursed business expenses payable to you (collectively, the "Accrued Amounts"), which amounts will be paid in a lump sum within ten (10) days following the termination date (or earlier, if required under applicable law); # any other amounts or benefits owing to you under the then applicable employee benefit, long-term incentive or equity plans and programs of BHI or Booking.com, which will be paid or treated in accordance with the terms of such plans and programs and this Agreement; and # if a bonus plan is in place, the product of # the actual Annual Bonus earned for the fiscal year of your termination, and # a fraction, the numerator of which is the number of days of the current fiscal year during which you were employed by BHI or Booking.com, and the denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to BHI’s other executive officers, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an amount not to exceed ; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be made to you within 90 days of the Company’s receipt of all invoices relating to such expenses, which receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.com will reimburse your legal fees (if any) up to an amount of , including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to you, by the date of the termination of your employment, payment will be made directly to your attorney within thirty (30) days of Booking.com’s receipt of the invoice. In addition, if so requested, the Company will provide you with a neutral reference letter within 30 days of the termination of the Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regarding the termination of your employment, and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this [Section 2(a)] (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any other restrictive covenant obligations applicable to you and your execution on or after the date of termination of a release of claims in favor of the Company (in such form as reasonably determined by the Company in its sole discretion) (a “Release”) that becomes effective within 55 days after the date of termination.
Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall Terminate Employee’s employment Without Cause or Employee shall Terminate Employee’s employment for Good Reason, then in consideration of Employee’s services rendered prior to such Termination;
Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):
Termination for Cause or Without Good Reason. If the Employee’s employment pursuant to this Agreement is terminated pursuant to subsection # of Section 5 hereof, or the Employee terminates this Agreement without Good Reason, then the Employee shall be entitled to and shall receive:
Cause and Good Reason. Unless otherwise defined in a written agreement between the Executive and the Company, for purposes of this Agreement the terms “Cause” and “Good Reason” shall have the following meanings:
Voluntary Termination Without Good Reason. In the event that the Executive terminates the Executive’s employment at the Executive’s own volition prior to the expiration of the Employment Term (except as provided in [Subsection 4(e)] above), such termination shall constitute a “Voluntary Termination” and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Due Cause under [Subsection 4(c)] above.
Termination by Company Without Cause or by Executive For Good Reason. In the event that Executive’s employment is terminated by Company without Cause or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations, Executive shall receive the following, subject to the terms and conditions described in Section 4(e) (including Executive’s execution of a release of claims):
In the event the Executive terminates his employment under this Agreement for Good Reason (as hereinafter defined), or in the event the Executives employment is terminated without Cause, which termination shall be effective as of the date specified by the Company in written notice delivered to the Executive not fewer than 15 days prior to the date of termination) other than due to death or Disability (as hereinafter defined), the Executive shall be entitled to receive, and his sole remedies under this Agreement shall be:
Without Cause. If Employer shall discharge Executive from his employment hereunder for any reason other than one set forth in Section 5(a), or if it shall be determined by a court of competent jurisdiction that the discharge under Section 5(a) was not justified, the Executive’s employment shall end as of the date of such discharge by Employer, provided however, that Executive shall receive the following separation payments: # a lump sum payment, payable within thirty (30) days following the date of such discharge, equal to six (6) times his then monthly Base Salary amount; and # six (6) monthly installment payments, each installment payment equal to such monthly Base Salary amount, commencing on the first day of the seventh month following the month in which Executive’s last day of employment occurs, and continuing on the first day of each immediately succeeding month for the next five (5) months.
Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and Executive may therefore terminate her employment for “Good Reason” within 30 days following the expiration of any Company cure period (as described below) and thereupon become entitled to the benefits of Sections 9(a)(i) below, if one or more of the following events (described in [clauses (i) through (iii)] below) shall have occurred without Executive’s prior written consent. Executive will not resign for “Good Reason” without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of such grounds for “Good Reason” and a reasonable cure period of 30 days following the date of such notice, provided that such grounds for “Good Reason” can be adequately cured.
Good Reason. If the Participant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or an Affiliate and such agreement provides for a definition of Good Reason, the definition contained in the agreement. If no such agreement exists or if such agreement does not define Good Reason, the definition of Good Reason contained in the Award Agreement. In all other cases, Good Reason shall mean the occurrence of one or more of the following without the Participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days of the Participant’s knowledge of the applicable circumstances): # any material, adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure; # a material reduction in the Participant’s base salary or bonus opportunity unless any such base salary or bonus opportunity reduction is proportionate to reductions in base salaries or bonus opportunities of other similarly situated employees of the Company; or # a geographical relocation of the Participant’s principal office location by more than thirty (30) miles.
Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.
Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:
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