Termination Without Cause or With Good Reason Clause Samples
The 'Termination Without Cause or With Good Reason' clause allows either party to end the agreement without the need to prove fault or breach, or permits the employee to resign for specific, justified reasons. Typically, this clause outlines the notice period required and any severance or benefits owed upon such termination, and may define what constitutes 'good reason,' such as a significant change in job duties or compensation. Its core function is to provide flexibility and protection for both parties, ensuring that the employment relationship can be ended fairly and predictably if circumstances change.
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Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: ...
Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following:
(A) any Accrued Obligations;
(B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) Base Salary at the Date of Termination and (B) the average of the actual cash bonus earned for the two years immediately prior to the Executive’s Date of Termination); payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and
(C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).
Termination Without Cause or With Good Reason. If (a) in breach of this Agreement, the Company shall terminate Employee's employment other than for cause or because of disability or (b) Employee shall terminate his employment for Good Reason; then:
8.3.1 The Company shall pay Employee his salary and a pro rata portion of the bonus specified in Section 2.1 hereof (based upon the bonus paid in respect of the preceding year) through the Termination Date and all other unpaid and pro rata amounts to which Employee is entitled as of the Termination Date under any compensation plan or program of the Company, including, without limitation, any incentive performance bonus and all accrued vacation time;
8.3.2 The Company shall pay as liquidated damages to Employee, and in lieu of any further salary payments hereunder for periods after the Termination Date, Employee's then current Salary (payable in installments in accordance with the Company's normal payroll practices) for the remainder of the scheduled term of employment and the product of (a) the sum of (i) Employee's annual bonus specified in Section 2.1 hereof (based upon the bonus paid in respect of the preceding year) and (ii) the maximum annual bonus amount that could have been paid to Employee under the Company's performance incentive bonus plan for the year in which the Termination Date occurs, and (b) the number of years (and any fraction of a year) remaining in the term of this Agreement under Section 5 hereof as of the Termination Date, which amount shall be payable in equal monthly installments during the remainder of the scheduled term of employment;
8.3.3 In addition to the liquidated amounts that are payable to Employee, the following shall apply:
(a) Employee shall continue to participate in, and accrue benefits under, all retirement, pension, profit sharing, employee stock ownership, thrift and other deferred compensation plans of the Company for the remaining term of this Agreement as if the termination of employment of Employee had not occurred (with Employee being deemed to receive annually for the purposes of such plans Employee's then current Salary and bonus (at the time of his termination) under Sections 2.1 and 2.2 of this Agreement), except to the extent that such continued participation and accrual is expressly prohibited by law, or to the extent such plan constitutes a "qualified plan" under Section 401 of the Internal Revenue Code of 1986, as amended ("Code"), by the terms of the Plan, in which case the Company shall provide Employe...
Termination Without Cause or With Good Reason. Upon termination of your employment at any time by the Company without Cause or by you with Good Reason, you will receive the Accrued Payments. In addition, subject to your fulfillment of the Release Obligation, as defined below, you will be eligible for the following severance benefits:
Termination Without Cause or With Good Reason. Upon the termination of the Employee's employment hereunder pursuant to a Termination Without Cause or With Good Reason, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right:
(i) to receive the payments and benefits, if any, equal to those provided for in Section 10(a) hereof;
(ii) to receive Monthly Severance, for a period lasting the longer of (A) twelve (12) months, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such payments in the event that the Employee becomes employed by another entity during the period that such payments would otherwise be due;
(iii) to become fully vested in all of the Options and any other stock options and equity awards granted to the Employee during the Employment Period, which Options and other options shall vest according to their original schedule as if the Employee's employment hereunder had continued until all such Options and other options had fully vested, and all such Options and other options shall be exercisable by the Employee for their full remaining term; and
(iv) to receive all benefits pursuant to Section 5(c) above for a period lasting the longer of (A) twelve (12) months from the date of Termination Without Cause or With Good Reason, or (B) the remainder of the Base Term; provided, however, that the Employee will not be entitled to any such benefits in the event that the Employee becomes employed by another entity during the period that such benefits would otherwise be due.
Termination Without Cause or With Good Reason or Within 12 Months of Change in Control. If your employment with the Company is terminated without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without Good Reason, then the Company shall pay to you, upon demand, the following amounts (net of applicable payroll taxes):
(i) Your full base salary through the Date of Termination at the rate in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation.
(ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year in which the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.
Termination Without Cause or With Good Reason. (A) The Board may terminate Executive’s employment at any time for any reason upon no less than 30 days’ written notice (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate his employment at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that FLIC shall have 30 days to cure the “Good Reason” condition, but FLIC may waive its right to cure. Executive’s notice of termination With Good Reason shall notify the Company of the event that constitutes Good Reason.
Termination Without Cause or With Good Reason. If (i) the Company shall terminate the Executive's employment other than pursuant to Section 4.1 (upon death or Disability) or Section 4.2 (for Cause) or (ii) the Executive shall terminate employment for Good Reason:
(i) 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:
(A) the sum of (1) the Executive's annual Base Salary through the date of termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest Annual Bonus (annualized in the case of any partial year) paid to the Executive with respect to any of the three fiscal years preceding the fiscal year in which the date of termination occurs (excluding therefrom the value of stock-based incentives) and (II) the Executive's annual target bonus opportunity in cash in effect for fiscal 2002 immediately before the Filing Date (such higher amount of (I) and (II) being referred to as the "Highest Annual Bonus"), 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 (3) 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 theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) are hereinafter referred to as the "Accrued Obligations"); and
(B) if the date of termination occurs during the period in which ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ serves as either the Chief Executive Officer or the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) one and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus; or
(C) if the date of termination occurs after ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has ceased service as both the Chief Executive Officer and the Chairman of the Board of Directors of the Company, the amount equal to the product of (1) two and (2) the sum of (x) the Executive's annual Base Salary as in effect at the date of termination and (y) the Highest Annual Bonus;
(ii) for three years after the Executive's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, prescription, dental and life insurance benefits to the Executive and/or the Executive's f...
Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits:
(i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination;
(ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months;
(iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and
(iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.
Termination Without Cause or With Good Reason. If the Company terminates Employee's employment hereunder without Cause under Section 5(a) above or if Employee terminates Employee's employment hereunder with Good Reason under Section 5(c) above or if this Agreement expires as a result of the Company's giving notice of non-renewal as contemplated by Section 2 above, then the Company will pay to Employee, after the effective date of such termination, as Employee's sole and exclusive remedy, (A) an amount equal to the Base Compensation (as then in effect) plus an amount of Annual Bonus equal to the target percentage of Base Compensation (as then in effect), and (B) any unpaid bonus payable for the most recently completed calendar year. If the Company terminates Employee's employment without Cause or if Employee terminates Employee's employment hereunder with good reason or if this Agreement expires as a result of the Company's giving notice of non-renewal, Employee shall be under no duty to seek or accept other employment; but if he shall do so, any compensation he shall receive from such other employment will not diminish the Company's obligation to make payments required to the Employee hereunder.