Termination Without Cause; Constructive Termination Clause Samples
The 'Termination Without Cause; Constructive Termination' clause allows either party to end the agreement without needing to prove fault or breach by the other party, and also covers situations where an employee resigns due to significant negative changes in their employment conditions. In practice, this clause typically requires advance written notice or payment in lieu of notice, and may define specific circumstances—such as a substantial reduction in salary or job responsibilities—that would qualify as constructive termination. Its core function is to provide flexibility for both parties to exit the relationship under defined terms, while protecting employees from being forced out through unfavorable changes rather than direct dismissal.
Termination Without Cause; Constructive Termination. If the Employment Period is terminated pursuant to Sections 3(c) or 3(d) above, this Agreement shall terminate and Employee shall be entitled (i) to continue to receive from Employer his then current Basic Compensation, such amount to continue to be paid in accordance with Employer’s payroll practices until the first anniversary of the date of termination, (ii) to receive a pro rata portion (based on a fraction the numerator of which is the number of days Employee worked in the year of termination and denominator of which is 365) of the bonus set forth in Section 2(b) which Employee would have been entitled to receive for the year in which termination occurs if the performance objectives established in Employer’s Annual Incentive Plan are achieved, and (iii) until the first anniversary of the date of termination, to continue to receive the benefits to which he would otherwise be entitled during the Employment Period pursuant to Section 2(e) above; provided that Employee shall continue to make the same contributions toward such coverage as Employee was making on the date of termination, with such adjustments to contributions as are made generally for all Employer’s full-time executive employees; further provided that in such event Employee shall no longer be entitled to participate in any of Employer’s 401(k) plans, excess savings plans, tax qualified profit sharing plans or any other retirement plans. In the event of Employee’s death during the period in which he is entitled to the compensation and benefits described in this Section 4(c), such continuation of compensation and benefits shall immediately cease upon Employee’s death. In the event Employee obtains employment elsewhere during the period in which he is entitled to the compensation and benefits described in this Section 4(c), such compensation and benefits shall continue for the period described above notwithstanding such reemployment of Employee; provided, however, that Employer’s obligations for such compensation and benefits shall be reduced by the amount Employee receives from his new employer for compensation and benefits. The sums received by Employee under this Section 4(c) shall be considered liquidated damages in respect of claims based on any provisions of this Agreement or any claims arising out of Employee’s employment with Employer, and the commencement of the payment of such sums by Employer shall not begin until Employee executes and delivers a general release of all claims in form...
Termination Without Cause; Constructive Termination. If the Employment Period is terminated pursuant to Section 3(c) or 3(d) above, Employee shall be entitled to continue to receive from Employers his then current basic compensation hereunder, plus an amount in lieu of bonus, which amount shall be determined as the average bonus received by Employee for the appropriate period (prorated for partial portions thereof) for the previous 24 months, such amount to continue to be paid in accordance with the payroll practices of Employers for a period equal to the period remaining in the Employment Period immediately prior to such termination and Employee shall further be entitled during such period both to continue to receive the benefits to which he would otherwise be entitled during the Employment Period pursuant to Section 2(c) above and to reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 5 below. Such continuation of compensation, benefits and automobile expenses shall continue for the period described above notwithstanding any earlier death or reemployment of Employee.
Termination Without Cause; Constructive Termination. (i) A Constructive Termination shall not take effect unless the provisions of this Section 12(d)(i) are complied with. The Company shall be given written notice by the Executive of the intention to terminate his employment on account of a Constructive Termination, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed Constructive Termination is based and (B) to be given within six months of the Executive learning of such act or acts or failure or failures to act. The Company shall have 30 days after the date that such written notice has been given to the Company in which to cure such conduct. If such conduct is not cured within that period, the Executive may then terminate his employment by reason of Constructive Termination.
(ii) In the event the Executive's employment is terminated (1) by the Company without Cause (other than due to Disability or death) or (2) by reason of a Constructive Termination, the Executive shall be entitled to:
(A) Base Salary through the date of termination of the Executive's employment;
(B) Base Salary, at the rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination, then at the rate in effect immediately prior to such reduction), payable for a period (the "Severance Period") from the date of termination through the later of (i) the third anniversary of the date of termination or, if sooner, the last day of the Employment Term, and (ii) the first anniversary of the date of termination;
(C) an amount equal to a prorated Annual Bonus for the Fiscal Year in which such termination occurs, based on the actual performance for such Fiscal Year, the amount of which prorated Annual Bonus, if any, shall be determined and paid promptly following the end of the Fiscal Year to which such Annual Bonus relates;
(D) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement;
(E) continued participation during the Severance Period in medical, dental, hospitalization and life insurance coverage and in all other employee welfare plans and programs (other than disability plans and programs) in which he was participating on the date of termination, on the same basis as such coverage is provided to active employees from time to time during the Severance Period; provided, that the Company's obligations under this clause (E) shall ...
Termination Without Cause; Constructive Termination. In the event of a Termination Without Cause or Constructive Termination, upon payment of all amounts due under Section 5.1, the Executive will not Compete with the Company for the then remaining Term of this Employment Agreement.
Termination Without Cause; Constructive Termination. Except as provided in Section 12(b), in the event EMPLOYEE is terminated without cause, or in the event any of the following events occur without EMPLOYEE'S consent: (i) EMPLOYEE is relocated; (ii) EMPLOYEE'S overall compensation package (including but not limited to salary, bonus, commission structure, fringe benefits, perquisites, and vacation time) is detrimentally changed or modified other than in connection with a general change in compensation for all ESI employees or for all ESI employees in any group or classification that includes EMPLOYEE (provided that any reduction in compensation is made as a result of a decline in ESI's economic conditions, is temporary, and is no greater than twenty percent (20%) of Base Salary); or (iii) EMPLOYEE'S position within ESI (including EMPLOYEE'S officer status with ESI or its parent), or any of the duties, responsibilities or requirements of EMPLOYEE'S position, are substantially changed or modified, THEN EMPLOYEE shall be entitled to receive the following: (A) an amount equal to six (6) months of Base Salary at EMPLOYEE'S then current Base Salary; (B) $3,000.00 in lieu of fringe benefits; (C) all salary, vacation time and other benefits earned and accrued to the date of termination; and (D) a pro rata bonus for the year in which termination occurs assuming the EMPLOYEE would have received a bonus. In order to receive the severance payment under this Section 12(a), EMPLOYEE must execute a mutually agreeable form of "Release of All
Termination Without Cause; Constructive Termination. In the event the Executive suffers a Termination Without Cause or a Constructive Termination and there has not been a Change in Control, the Executive will not Compete with the Company for a period of time equal to the remaining Term of this Employment Agreement (as if this Employment Agreement had not been terminated). If the Executive suffers a Termination Without Cause or a Constructive Termination and there has been a Change in Control, then the provisions in this Section 6 restraining competition shall not apply and the Executive shall be free to Compete with the Company immediately after such termination.
Termination Without Cause; Constructive Termination. Notwithstanding anything in this Agreement to the contrary, Executive’s employment hereunder may be terminated by Employer without Cause, and Executive may terminate his employment hereunder in the case of Constructive Termination, as defined in this Section 4, provided, however, that in the event that Executive’s employment is terminated in accordance with the terms of this Section 4, Executive shall be entitled to receive the following:
Termination Without Cause; Constructive Termination. If your employment is terminated by the Company without Cause, or if you are Constructively Terminated
Termination Without Cause; Constructive Termination. In the event Executive’s employment with the Company is terminated by the Company without Cause, or as a result of Executive’s Constructive Termination Executive will receive from the Company, within fourteen (14) days after Executive’s Termination Date, a lump sum cash payment equal to three (3) months of Executive’s most recent Base Salary, less applicable withholdings and deductions.
Termination Without Cause; Constructive Termination. Prior to the end of the Term of this Agreement, Xpedior, upon written notice to Employee, may discharge Employee without Cause and terminate this Agreement, such termination to be effective upon the date as specified in said notice. In the event Xpedior terminates Employee without Cause or Employee is Constructively Terminated, Xpedior shall pay Employee an amount equal to twelve times (12) Employee's then current monthly Base Compensation, less legally required withholdings and authorized deductions, to be paid in substantially equal semi-monthly installments rather than as one lump sum, in return for Employee's execution and delivery to Xpedior of a termination of employment agreement which contains a full release of all claims against Xpedior and its affiliates, predecessors, parents, subsidiaries, successors, and assigns, and their respective