Without Cause Termination or Constructive Discharge Sample Clauses
The "Without Cause Termination or Constructive Discharge" clause defines the circumstances under which an employment relationship can be ended by the employer without the employee having committed any misconduct, or by the employee if the employer's actions effectively force the employee to resign. Typically, this clause outlines the notice period or severance pay owed to the employee in such cases, and may specify what constitutes constructive discharge, such as significant changes to job duties or compensation. Its core function is to provide a clear framework for ending employment in situations where neither party is at fault, thereby protecting both parties from uncertainty and potential disputes.
Without Cause Termination or Constructive Discharge. In the event the Executive's employment hereunder terminates due to either a Without Cause Termination or a Constructive Discharge, earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the "Accrued Obligations") shall be payable in full. In addition, subject to (1) the Executive's continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive's execution and delivery to the Company of a separation agreement, including an irrevocable general release of claims, in a form acceptable to the Company, the Executive may continue to earn the following termination benefits:
(i) the Company shall:
(A) continue to pay the Executive's Base Salary, as in effect at the Date of Termination, from the Date of Termination until the end of the Term; and
(B) pay to the Executive for the year of termination and for each subsequent calendar year, if any, during the remainder of the Term, an amount equal to the Cash Bonus Amount of the highest annual bonus awarded to the Executive for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the "Bonus Plan"). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives.
(ii) To the extent permitted by law, the Company shall continue to provide the Executive for the period of salary continuation set forth in Section 6(a)(i)(A) above with (A) service credit under all qualified and nonqualified retirement plans and excess benefit plans in which the Executive participated as of his Date of Termination and (B) eligibility to receive employer matching contributions on any pre-tax contributions made by the Executive to the Retirement Savings Plan at the maximum rate which would have been available to the Executive had his employment continued.
(iii) The Company shall continue to provide Executive (and Executive's dependents, if applicable) for the period of salary continuation set forth in Section 6(a)(i)(A) above with medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (includi...
Without Cause Termination or Constructive Discharge. If Grantee’s employment with the Corporation terminates due to a Without Cause Termination or a Constructive Discharge, as such terms are defined in the Employment Agreement, any portion of this grant which remains subject to the restrictions on Disposition of the Stock set forth in Section 2.1 hereof shall not be forfeited but shall remain outstanding, and the restrictions on Disposition set forth in Section 2.1 hereof shall lapse at the close of business on December 31, [SIXTH YEAR AFTER YEAR OF GRANT].
Without Cause Termination or Constructive Discharge. In the event the Executive’s Employment hereunder terminates due to either a Without Cause Terminationas defined in this Section 6(e) or a Constructive Discharge, earned but unpaid Base Salary as of the Date of Termination (as defined in Section 14(b)) and any earned but unpaid bonuses for prior years (collectively, the “Accrued Obligations”) shall be promptly paid in full. In addition, subject to (1) the Executive’s continuing compliance with his obligations under the provisions of Section 7 below and (2) the Executive’s execution and delivery to the Company of a separation agreement, including an irrevocable general release of claims, in a form acceptable to the Company, the Executive may continue to earn the following termination benefits.
(i) the Company shall:
(A) subject to the Executive’s continuing compliance with Section 7 (e), continue to pay the Executive’s Base Salary, as in effect at the Date of Termination, from the Date of Termination until the end of the Term. In addition, subject to Executive’s continuing compliance with Section 7, with the exception of 7(e), in the event Executive’s employment hereunder terminates due to a Without Cause Termination within six (6) months of the end of the Term, the Company will continue to pay the Executive’s Base Salary after the end of the Term for the period in which the Executive has not accepted full-time employment for up to six (6) months after the Date of Termination; and
(B) subject to the Executive’s continuing compliance with Section 7 (e), pay to the Executive for the year of termination and for each subsequent calendar year, if any, during the remainder of the Term, an amount equal to the Cash Bonus Amount as defined in this Section 6(e) of the highest annual bonus awarded to the Executive for any year in the three years preceding the Date of Termination, such payments to be made at the normal times for payment of bonuses under the annual bonus plan applicable to the Executive (the “Bonus Plan”). With respect to the payments provided for in this Section 6(a)(i), the Executive shall be, entitled, to the extent permitted by law as determined by the Company in good faith, to participate in any compensation deferral plans or arrangements then provided by the Company to senior executives.
(ii) To the extent permitted by law and subject to Executive’s continuing compliance with Section 7 (e), the Company shall continue to provide the Executive for the period of salary continuation set forth in Secti...