Termination and Severance Sample Clauses
The 'Termination and Severance' clause defines the conditions under which an employment or contractual relationship may be ended and outlines the compensation or benefits an individual is entitled to upon termination. Typically, this clause specifies the notice period required, the reasons that justify termination (such as cause or redundancy), and the calculation or provision of severance pay or benefits. Its core practical function is to provide clarity and fairness for both parties by setting expectations for how and when the relationship can be ended and what financial or legal obligations arise as a result.
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Termination and Severance. In the event your employment hereunder is terminated (i) by the Company for Cause (defined below) or (ii) by you for any reason other than Good Reason (defined below), the Company shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or Disability (defined below)), (ii) by you for Good Reason or (iii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not occur, you will be entitled to receive severance compensation equal to two (2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or in anticipation of a Change of Control, the severance compensation referred to above shall be paid in one lump sum on the date of such termination, and (B) in the event your employment should be terminated by the Company as a result of your Disability, then the severance compensation referred to above shall be reduced by the amount of any disability insurance proceeds actually paid to you or for your benefit during the said time period. As used in this Agreement, the term "Cause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise, (iii) your conviction of a felony by a court of competent jurisdiction, (iv) the material breach of any of the provisions hereof, or (v) the material violation of any of the Company's policies, rules or regulations from time to time in effect. As used in this Agreement, the term "Change of Control" shall have that meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this Agreement, the term "Disability" mea...
Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date of this Agreement, provided such termination right is exercised before deployment occurs, (iv) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or (v) if Company ceases to be the sole sponsor and only Aggregate Automotive Service on the Automotive Page, then Company shall have the right to terminate this Agreement upon thirty (30) days' written notice to AT&T.
(b) If Company's Site fails to perform in accordance with this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 or "Product Responsibility" under Section 9, AT&T shall have the right at any time and at its discretion to sever immediately one or all of the links between the Service and the Tracked Pages. In the event that AT&T seve▇▇ ▇ ▇ink, AT&T will give Company prompt notice of such fact and Company shall have five (5) days to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, immediately and without further notice, terminate this Agreement.
(c) Amounts due and owing AT&T arising prior to any termination shall continue to be paid to AT&T pursuant to Section 4, but AT&T shall not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination shall be prorated based on the number of days in the calendar month prior to the termination date.
Termination and Severance. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment hereunder may terminate under the following circumstances:
Termination and Severance. (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability.
(b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following:
(1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause.
(2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause.
(3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.
Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:
Termination and Severance. If Executive's employment is terminated by the Bank without Cause, or by Executive for Good Reason, during the period commencing on the ninetieth (90th) calendar day prior to a Change in Control and ending on the first anniversary of the Change in Control, and such termination constitutes a "separation from service" with the Bank (as such term is defined in the regulations issued under Section 409A of the Code) (a "Severance Termination"), Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Bank, the following:
(a) Executive's fully earned but unpaid base salary, paid by the Bank when due, through the date of termination at the rate then in effect, together with all other amounts and benefits to which Executive is entitled under any benefit plan or practice of the Bank (other than the Corporate Officer Severance Policy and any other severance policy) at the time of termination;
(b) severance pay in an amount equal to the sum of:
(i) two (2) times Executive's annual base salary as in effect immediately prior to the date of termination, without giving effect to any reductions thereto which constitute Good Reason, paid in a lump sum as soon as administratively practicable but in any event no later than sixty (60) calendar days following the date of termination (or, in the event the date of termination precedes the consummation of a Change in Control and payment is not administratively practicable by the foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of termination, such amount shall be paid as soon as administratively practicable but in any event no later than sixty (60) calendar days following the consummation of the Change in Control); plus
(ii) an amount equal to two (2) times the Annual Incentive Amount, payable in a lump sum as soon as administratively practicable but in any event no later than sixty (60) calendar days following the date of termination (or, in the event the date of termination precedes the consummation of a Change in Control and payment is not administratively practicable by the foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later sixty (60) calendar days fo...
Termination and Severance. A. As used in this Section 5:
Termination and Severance. As discussed above, the Company shall be entitled to terminate Executive at any time and for any reason, and Executive shall be entitled to resign at any time and for any reason. Executive may, however, be entitled to receive certain severance benefits in connection with his separation from employment under the Company’s Change of Control and Severance Policy (the “Severance Policy”). Any such severance, if applicable, will be subject to the terms and conditions of the Severance Policy, as may be amended or modified from time to time.
Termination and Severance. (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior written notice by the Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”).
(ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason.
(iii) Automatically in the event of (A) your death or (B) your inability to perform the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of six (6) months or longer. The reasoned and good faith judgment of the Board as to your mental or physical inability to perform shall be final so long as such judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”).
(v) Immediately upon written notice by you if such termination is for Good Reason.
(vi) At any time by mutual written agreement between you and the Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Company shall cease upon such termination, except the Company’s obligations to (i) pay the compensation set forth in Section 2 hereof through the date of such termination, (ii) provide the benefits set forth in Section 5 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 6(c) or Section 6(f) below. Except with respect to a termination of employment described in Section 6(c) or Section 6(f), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination.
(c) Except with respect to a termination of employment described in Section 6(f), in the event that your employment is terminate...
Termination and Severance. Executive’s employment is “at-will” and may be terminated by Executive or the Company with or without cause and with or without prior notice. Except as described in Exhibit A, upon Executive’s termination of employment, Executive will be entitled only to current Base Salary and any accrued, unused vacation compensation, in each case only to the extent earned as of the date of termination. Upon termination of Executive’s employment, his options, restricted stock, and restricted stock units will be treated as set forth in the agreements representing those options, restricted stock, and restricted stock units.