Termination Without Cause or for Good Reason Clause Samples
The 'Termination Without Cause or for Good Reason' clause allows either party, typically the employee or employer, to end the employment relationship without the need to prove misconduct or breach of contract. In practice, this means an employer can terminate an employee for reasons unrelated to performance, or an employee can resign if certain conditions—defined as 'good reason,' such as a significant change in job duties or compensation—are met. This clause provides flexibility for both parties to exit the agreement under specified circumstances, ensuring that neither is bound to continue the relationship if it becomes untenable or significantly altered.
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Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:
(i) any accrued but unpaid Base Salary through the date of termination, plus
(ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus
(iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus
(iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus
(v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus
(vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus
(vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus
(viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus
(ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, inc...
Termination Without Cause or for Good Reason. 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 within 24 months following 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, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not pr...
Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:
(i) the Accrued Obligations;
(ii) the Separate Obligations;
(iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;
(iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and
(v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.
Termination Without Cause or for Good Reason. 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 within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months);
(ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) 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 and (C) 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), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and
(2) the amount e...
Termination Without Cause or for Good Reason. The Executive will be entitled to the following benefits if, during the Change of Control Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates employment with the Company or any affiliated company for Good Reason:
Termination Without Cause or for Good Reason. IfExecutive’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time after Executive’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Com...
Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2.
(b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:
(i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company.
(c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest ...
Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following:
i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year;
ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs;
iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which...
Termination Without Cause or for Good Reason. If the Employee’s employment by the Employer is terminated (x) by the Employer other than for Cause or (y) by the Employee for Good Reason, the Employer shall pay or provide the Employee with the following, subject to the provisions of Section 25 hereof:
(i) the Accrued Benefits;
(ii) if the Termination Date occurs following 2019, a Pro Rata Bonus;
(iii) subject to the Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, a sum equal to (x) the Employee’s monthly Base Salary rate at the highest rate in effect at any time during the twelve (12) month period prior to the Termination Date plus (y) 1/12 of the Target Bonus (provided that upon any termination in 2019, the Target Bonus for 2019 under Section 4, without giving any effect to any bonuses payable under the 2019 ▇▇▇▇, shall be used for purposes of this calculation), paid monthly for a period of twelve (12) months following such termination; provided, that if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves Inc. 2019 Management Incentive Plan), such 12-month period shall be increased to 18 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iv) to the extent that the Employee elects COBRA continuation coverage, the Company will pay the full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be provided under applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer or to avoid the imposition of any excise taxes on the Employer or the Company for failure to comply with the nondiscrimination requirements...
Termination Without Cause or for Good Reason. If the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 4, or if the Executive terminates his employment hereunder for Good Reason (as defined herein), the Executive shall be entitled to:
(1) Base Salary through and including the effective date of the Executive’s termination of employment;
(2) any Annual Bonus and any other incentive award earned but not yet paid for any fiscal year of the Company ended on or prior to the effective date of the Executive’s termination of employment;
(3) a Termination Bonus determined in accordance with Section 4(a)(3);
(4) a lump sum payment equaling 250% of the sum of the Executive’s annual Base Salary and annual bonus Target Award as of the date of his termination;
(5) the compensation, if any, that is or becomes payable in accordance with the terms and conditions of any stock option agreements, restricted stock agreements and stock unit agreements;
(6) any pension benefit that may become due pursuant to Section 3(g) above;
(7) continued accrual of credited service for the purpose of the pension benefit provided under Section 3(g) above during the 30 month period (the “Severance Period”) in respect of which the lump-sum severance payment described in Section 4(d)(4) above is made;
(8) any amounts earned, accrued or owing to the Executive but not yet paid under Sections 3(h) and 3(i) above;
(9) continued full participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment until the earlier of:
(i) the end of the Severance Period; and
(ii) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing full participation in any employee benefit plan or program as provided in this clause (9) of this Section 4(d), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (9) of this Section 4(d),