Termination Without Compensation Sample Clauses

Termination Without Compensation. (a) The Employment Term will terminate as of the end of the term of this Agreement unless terminated earlier in accordance with this Section 8, Section 9, Section 10, or Section 11. (b) The Employment Term may also be terminated by the Company for cause (“Cause”) with written notice to the Associate upon the occurrence of any of the following: (i) the commission by the Associate of any deliberate and premeditated act involving moral turpitude detrimental to the economic interests of the Company; (ii) the conviction of the Associate of a felony; (iii) the willful failure or refusal of the Associate to perform his duties hereunder (which failure or refusal persists after written notice from the Company to the Associate complaining of such failure or refusal) or the Associate’s gross negligence of a material nature in connection with the performance of such duties; or (iv) the breach by the Associate of any provision of this Agreement which is not cured within thirty (30) days subsequent to written notice from the Company to the Associate of the breach. (c) Upon termination of the Employment Term under subsections (a) or (b) above, the parties hereto will be relieved of any further obligations hereunder except for any obligations set forth in Section 6.

Termination Without Compensation. If Executive’s employment is terminated for any of the following reasons, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5: (i) If, prior to the commencement of the Period of Employment, Executive’s employment with the Company is terminated at any time for any reason, including without limitation due to (A) Executive’s death, (B) an Incapacity Discharge, (C) a termination initiated by the Company with or without Cause or (D) resignation, retirement or other termination initiated by Executive with or without Good Reason, subject, however, to the provisions of Section 20 below. (ii) If Executive’s employment with the Company is terminated during the Period of Employment with Cause. (iii) If Executive resigns, retires or otherwise voluntarily terminates employment with the Company during the Period of Employment without Good Reason.

Termination Without Compensation. If Executive's employment or the term of this Agreement is terminated for any of the following reasons and in accordance with the provisions of this Section 6, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5: (i) If prior to the Commencement of the Period of Employment, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been absent from Executive's duties with the Company on a full-time basis for 120 consecutive business days, and within thirty (30) days after a written Notice of Termination (as hereinafter defined in Section 7) is given, Executive shall not have returned to the full-time performance of Executive's duties ("Incapacity Discharge"); (ii) If prior to the Commencement of the Period of Employment, the Company shall desire to terminate this Agreement without reason ("Convenience Termination"). (iii) If the Company shall have Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (A) the willful and continued failure by Executive to substantially perform Executive's duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties, and after Executive has been given a period (hereinafter known as the "Cure Period") of at least thirty (30) days to correct Executive's performance, or (B) the willful engaging by Executive in other gross misconduct materially and demonstrably injurious to the Company. For purposes of this section, no act, or failure to act, on Executive's part shall be considered "willful" unless conclusively demonstrated to have been done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership ...

Termination Without Compensation. Notwithstanding anything to the contrary contained in this Agreement, Employee shall not be entitled to continued compensation in any form if employee terminates his employment from the Company, including without limitation, (i) through retirement, disability or death of Employee; (ii) Company sells all or part of its business (or otherwise merges, divides, consolidates or reorganizes), and Employee has the opportunity to continue employment with the buyer (or with one of the resulting entities in the event of a merger, division, consolidation or reorganization), at or above the employee's base compensation, regardless of whether the other terms and conditions of Employee's employment after such sale, division, consolidation or reorganization are the same or different from the terms and conditions of Employee's employment with Company; or (iii) Employee is terminated for "cause", which includes, without limitation , a good faith determination by Company that Employee (1) has committed a material breach of his duties and responsibilities, (2) refused to perform required duties and responsibilities or performed them incompetently, (3) breached or violated any fiduciary duty owed to Company or (4) is or has been personally dishonest, or has willfully or negligently violated any law, rule or regulation or has been convicted of a felony or misdemeanor (other than minor traffic violations and similar offenses).

Termination Without Compensation. Section 10(a) of the Original Agreement is hereby deleted in its entirety and the following new Section 10(a) is substituted therefor:

Termination Without Compensation. In the event that: (1) Financial Institutions terminates the employment of the Executive for any reason; or (2) the Executive terminates employment with Financial Institutions for any reason, and, in each case, such termination does not entitle the Executive to compensation or benefits under this Agreement or any other arrangement with Financial Institutions (excluding for this purpose, any payments or distributions from or related to any tax-qualified retirement plan maintained for the benefit of the Executive), then the provisions of Section 4.2 and Section 4.3 shall apply to the Executive during the term of this Agreement and during the six-month period following the Executive’s termination of employment.

Termination Without Compensation. (a) Unless terminated earlier in accordance with this Section 8, Section 9, Section 10, Section 11, or Section 12, the Employment Term will terminate as of the end of the then current term of this Agreement upon written notice of termination given by either party hereto at least thirty (30) days prior to the expiration of the then current Employment Term. (b) The Employment Term may also be terminated by the Company for cause (“Cause”) with written notice to the Associate upon the occurrence of any of the following: (i) the commission by the Associate of any deliberate and premeditated act involving moral turpitude detrimental to the economic interests of the Company; (ii) the conviction of the Associate of a felony; (iii) the willful failure or refusal of the Associate to perform his duties hereunder (which failure or refusal persists after written notice from the Company to the Associate complaining of such failure or refusal) or the Associate’s gross negligence of a material nature in connection with the performance of such duties; or (iv) the breach by the Associate of any provision of this Agreement which is not cured within thirty (30) days subsequent to written notice from the Company to the Associate of the breach. (c) Upon termination of the Employment Term under subsections (a) or (b) above, the parties hereto will be relieved of any further obligations hereunder except for any obligations set forth in Section 6.

Termination Without Compensation. The Employee may be terminated prior to the expiration of the Employment Term upon: (a) written notice to the Employee upon the occurrence of either of the following: (i) the substantiated commission by the Employee of any deliberate and premeditated act involving moral turpitude materially detrimental to the Company's economic interests; or (ii) the conviction of the Employee of a felony. (b) upon thirty (30) days prior written notice by the Company to the Employee upon the occurrence of any of the following: (i) the willful damage of a material nature directly caused by the Employee to the Company's economic interests; or (ii) Employee's gross negligence in connection with the performance of his duties that is materially detrimental to the Company's economic interests; unless the Employee has cured the condition to the reasonable satisfaction of the Company within the 30-day period following receipt of any such written notice. (c) ten (10) days' written notice by Employee to the Company if the Employee resigns without Good Reason as defined in Section 12. Upon such termination, the parties hereto shall be relieved of any obligations under this Agreement (except for any obligations set forth in Sections 5, 6, 7, 8, 15 and 16, thereof) from and after the effective date of Employee termination.

Termination Without Compensation. (a) If the Employee becomes Disabled, the Management Company may terminate the Employment Term, and the Companies thereafter shall have no further liability or obligation to the Employee hereunder except as follows: the Employee shall receive (i) any unpaid Salary and Fringe Benefits that have accrued through the date of termination; (ii) whatever benefits that he may be entitled to receive under any then existing disability benefit plans of any Company that may be included in the Fringe Benefits applicable to the Employee; (iii) a proportionate amount of any Bonus that would have been due to the Employee if he were employed for the full Bonus Year during which the Employment Term was terminated (a "Proportionate Bonus"); (iv) reimbursement of legitimate and reasonable business expenses incurred on or prior to the date of termination ("Pre-Termination Expenses") and (v) continuation of health care coverage for the Employee and his family for the 12-month period following the date of termination. The Management Company shall pay any Proportionate Bonus in the year immediately following the related Bonus Year at the time when it generally pays other bonus payments based on that Bonus Year. In the event of any dispute as to whether the Employee is Disabled, the Employee shall submit to a physical examination by a licensed physician mutually satisfactory to the Management Company and the Employee, the cost of such examination to be paid by the Management Company, and the determination of such physician shall be determinative. (b) If the Employee dies, the Employment Term shall terminate, and thereafter the Companies shall not have any further liability or obligation to the Employee, his executors, administrators, heirs, assigns or any other person claiming under or through him except that the Employee's estate shall receive any unpaid Salary and Fringe Benefits that have accrued through the date of termination, plus a Proportionate Bonus, and reimbursement of any Pre-Termination Expenses. (c) The Management Company may terminate the Employment Term for Cause by giving the Employee notice of the termination, and thereafter the Companies shall not have any further liability or obligation to the Employee, except that the Employee shall receive any unpaid Salary and Fringe Benefits that have accrued through the date of termination, net of any liabilities that the Employee may have to any Company, and reimbursement of any Pre-Termination Expenses.