Termination Without Cause or for Good Clause Samples
The 'Termination without Cause or for Good' clause allows either party to end the agreement without needing to prove the other party did something wrong or breached the contract. Typically, this clause outlines the required notice period and any obligations, such as final payments or return of property, that must be fulfilled upon termination. Its core function is to provide flexibility and a clear exit mechanism for both parties, reducing the risk of being locked into an unfavorable or unworkable relationship.
Termination Without Cause or for Good. Reason (not in connection with Change in Control). In the event that ▇▇▇▇▇▇▇▇’s employment hereunder is terminated without Cause, or Employee resigns with Good Reason for any reason other than clause (iv) of the definition of Good Reason, then the Company shall pay Employee their Accrued Benefit. In addition, subject to Employee signing a separation and general release agreement in a form and manner satisfactory to the Company (the “Release Agreement”), the Release Agreement becoming irrevocable, and fully effective all within sixty (60) days after the date of termination, and Employee not breaching any of their post-employment contractual obligations to the Company, the Company will provide Employee the following severance benefits:
(A) The Company shall pay Employee severance in an amount equal to (x) twelve (12) months of their then-current Base Salary plus (y) an amount equal to the greater of (1) the full amount of their Target Bonus for the calendar year in which the termination of employment occurs and (2) the average annual bonus paid to Employee over the three (3) calendar years ending prior to the year in which such termination of employment occurs (collectively, the “Severance”). This Severance will be combined together and paid in equal installments, and in accordance with the Company’s regular payroll schedule, and subject to required withholdings, over the one-year period following the date of termination of employment, provided, however, that the first payment shall be made on the date that is sixty (60) days following the date of termination and such payment shall include all installments that would have been payable during such sixty (60) day period following termination but for the delay of such first payment, and the remaining installments shall be paid in accordance with the Company’s regular payroll schedule thereafter through the end of such one-year period;
(B) Subject to Employee’s timely election of continuation coverage under COBRA, the Company will continue payment of Employee’s medical, dental and vision insurance coverage during the twelve (12) month period following the first day of the month following the date of termination or resignation (the “Coverage Period”) to the same extent that the Company paid for such coverage immediately prior to the date of termination or resignation, in a manner intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the elig...
Termination Without Cause or for Good. Reason in Connection with a Change in Control. Notwithstanding any other provision of this Stock Option Agreement to the contrary, if a Change in Control of the Company occurs, the provisions of Article 14 of the Plan shall govern.
Termination Without Cause or for Good. Reason Prior to or More than 12 Months following a Change of Control. If your employment with the Company is terminated by the Company without Cause (as defined in Section 4.8 below) or you terminate your employment for Good Reason (as defined in Section 4.8 below), in either case other than during the Change of Control Period (as defined in Section 4.2 below), then subject to your delivery to the Company of a release and waiver in the form substantially similar to the release attached hereto as Exhibit A (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of your employment, and permitting such Release to become fully effective in accordance with its terms, the Company shall provide you with the following:
4.1.1 Severance pay in the form of a single lump sum payment equal to the sum of (i) seventy-five percent (75%) of your then-current annual base salary and (ii) the arithmetic mean of your annual bonuses, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if you have received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of your bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in your base salary that forms the basis for your termination for Good Reason, if applicable, and shall be made on the first regular payroll date of the Company following the effective date of the Release and in no event later than March 15 of the year immediately following the year in which your termination occurs.
4.1.2 You shall vest immediately with respect to such number of outstanding unvested stock options, shares of restricted stock and other equity awards covering the Company’s common stock granted to you by the Company that are subject to time-based vesting requirements and would have vested in accordance with the applicable vesting schedule as if you had been employed for an additional 9 months as of the date of termination.
Termination Without Cause or for Good. Reason other than within one year after a Change in Control. Upon termination of Executive’s employment by Company without Cause pursuant to Section 4.1.4 or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.6, in either case prior to, or more than one year after, a Change in Control, Company shall have no further obligation to Executive under this Agreement or otherwise, except to pay or provide the following to Executive:
4.2.3.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum in cash within 30 days after the date of termination.
4.2.3.2 Severance compensation totaling one (1) year’s annual base salary at time of termination plus a prorated amount of Annual Bonus at target level for the fiscal year in which Executive’s employment terminates, such proration based on the number of days in such fiscal year prior to Executive’s termination date divided by 365. Such severance compensation shall be paid to Executive in a lump sum in cash within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement.
4.2.3.3 Provided that Executive elects group health insurance continuation coverage for himself, his spouse and dependents under a Company plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable California or other state law (“COBRA”), Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period of twelve (12) months following Executive’s termination date.
4.2.3.4 Each of the payments and other benefits to be provided under Sections 4.2.3.2 and 4.2.3.3 above shall be subject to the provisions of Section 10 of this Agreement and shall be conditioned upon (i) Executive executing a Separation Agreement, which shall include among other things the language set forth in Exhibit A, and (ii) Executive’s compliance with his obligations under Article 6; provided, however, that Company may in its reasonable discretion revise the language in Exhibit A at any time prior to the execution of the Separation Agreement to update it to comply with developments in the law governing such types of agreements. Severance compensation pursuant...
Termination Without Cause or for Good. REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause,
Termination Without Cause or for Good. Reason prior to a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason prior to a Change in Control, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7:
(a) the Company shall pay to the Executive his or her salary as in effect on the Date of Termination in accordance with the Company’s customary payroll practices, until the earlier of (1) the date that is twelve (12) months after the Date of Termination or (2) the date upon which the Executive commences full-time employment with another Company;
(b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and
(c) payment equal to the pro rata portion of the bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the most recent fiscal year ended prior to the Date of Termination, with such pro rata amount equal to the product of the amount of such prior bonus payment multiplied by a fraction, (1) the numerator of which is the number of days in the current fiscal year prior to the Date of Termination and the (2) denominator of which is 365.
Termination Without Cause or for Good. REASON OR AS A RESULT OF NON-EXTENSION OF THIS AGREEMENT BY THE COMPANY. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause (and, for the avoidance if doubt, the non-extension of the Agreement by the Company pursuant to Section 2 above shall be deemed a termination by the Company without Cause), or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following:
Termination Without Cause or for Good. Reason Subsequent to March 12, 2006 but prior to the Change of Control Date. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason subsequent to March 12, 2006 but prior to the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination the aggregate of the lump sum of (A) the Executive’s unpaid base salary through the Date of Termination, (B) the product of (w) the greater of any annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal year or any annual bonus payable for the then current fiscal year and (x) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (C) the product of (y) the greater of any quarterly bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal quarter or any quarterly bonus payable for the then current fiscal quarter and (z) a fraction, the numerator of which is the number of days in the current fiscal quarter through the Date of Termination, and the denominator of which is 90 and (D) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C), and (D) shall be hereinafter referred to as the “Accrued Obligations”);
(2) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination an amount equal to the sum of (i) 50% of the greater of (a) the Executive’s highest aggregate bonus (including both annual and quarterly bonuses, if applicable) paid in any fiscal year during the five fiscal year period prior to the Date of Termination and (b) the sum of the maximum bonus (including both annual and quarterly bonuses, if applicable) payable to the Executive during the then current fiscal year; and (ii) the greater of (x) 50% of the Executive’s highest annual base salary during the five fisc...
Termination Without Cause or for Good. Reason other than within one year after a Change in Control. Upon termination of Executive's employment by Company without Cause pursuant to Section 4.1.4 or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.6, in either case prior to, or more than one year after, a Change in Control, Company shall have no further obligation to Executive under this Agreement or otherwise, except to pay or provide the following to Executive:
Termination Without Cause or for Good. Reason in Connection with a Change in Control. Notwithstanding any other provision of the Performance Unit Agreement to the contrary, if a Change in Control of the Company occurs, the provisions of Article 14 of the Plan shall govern; and for the purposes of those provisions, the Company's total shareholder return for the two-year period ending December 31, 2004 shall be deemed to be first as compared to the Designated Competitors.