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. A. As used in this Section 5:
Termination and Severance. (a) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement):
(i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period in accordance with the proviso contained in Section 6;
(ii) the Executive's death;
(iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below);
(iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below);
(v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below);
(vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or
(vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or
(viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction").
(b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term...
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. (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. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment hereunder may terminate under the following circumstances:
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) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement):
(i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period in accordance with the proviso contained in Section 6;
(ii) the Executive's death;
(iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below);
(iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below);
(v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below);
(vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or
(vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or
(viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction").
(b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term...
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.
Termination and Severance. (a) Executive’s employment may be terminated in accordance with the following provisions: