Cause or Without Cause Clause Samples
A "Cause or Without Cause" clause defines the circumstances under which a party may terminate an agreement, either for a specific reason (cause) or for no stated reason (without cause). In practice, this clause typically outlines what constitutes "cause," such as breach of contract or misconduct, and sets forth the notice requirements or procedures for termination without cause, which may include advance written notice or payment of a fee. Its core function is to provide flexibility and clarity for both parties regarding how and when the contract can be ended, thereby managing expectations and reducing the risk of disputes over termination rights.
Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDERE, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.
Cause or Without Cause. The Company may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (a) misappropriating any funds or any material property of the Company; (b) obtaining or attempting to obtain any material personal profit from any transaction in which the Executive has an interest which is adverse to the interest of the Company unless the Company shall first give its consent to such transaction; (c)
Cause or Without Cause. The Company may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Executive of the Executive's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Executive of his obligations and duties thereunder, and which is not remedied within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Executive of Sections 7, 8, 10 or 11; (iv) the Executive's conviction, plea of no contest or nolo contendere, or unadjudicated probation for any felony or crime involving moral turpitude; (v) the failure of the Executive to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities under this Agreement. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Executive's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.
Cause or Without Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean (a) misappropriating any funds or any material property of the Company, (b) obtaining or attempting to obtain any material personal profit from any transaction in which the Executive has an interest which is adverse to the interest of the Company unless the Company shall first give its consent to such transaction, (c) (i) the willful taking of actions which directly impair the Executive’s ability to perform the duties required by the terms of his employment, or (ii) taking any action detrimental to the Company’s goodwill or damaging to the Company’s relationships with its customers, suppliers or employees; provided that such neglect or refusal, action or breach shall have continued for a period of twenty (20) days following written notice thereof, (d) being convicted of or pleading nolo contendere to any crime or offense constituting a felony under applicable law or any crime or offense involving fraud or moral turpitude, or (e) any material intentional failure to comply with applicable laws or governmental regulations within the scope of employment as defined by this Agreement. For purposes of this Agreement, “without Cause” shall mean a termination by the Company of the Executive’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability.
Cause or Without Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “without Cause” shall mean a termination by the Company of the Executive’s employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below. For purposes of this Agreement, “Cause” shall mean:
Cause or Without Cause. The Company may terminate the Executive's employment hereunder for Cause or without Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon:
(i) the Executive's continued willful failure (other than any such failure resulting from his incapacity due to physical or mental disability) substantially to perform his material duties and obligations, which failure is not remedied within thirty (30) days after receipt by the Executive of written notice of such failure from the Board of Directors of the Company; provided that a change in the quality of Executive's work on its own shall not constitute Cause; or
(ii) the Executive's willful misconduct against the Company that could reasonably be expected to impair materially the financial condition or business reputation of the Company (or any of its affiliates) or a material act of fraud against the Company; or
(iii) the Executive's conviction, or plea of guilty or nolo contendere or a similar plea to, a felony or a violation of any statute, rule or regulation required to be reported to any governmental or regulatory agency. No act or failure to act on the Executive's part shall be deemed willful unless done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.
Cause or Without Cause. The Company shall have the right to terminate the Executive’s employment for Cause or Without Cause. For purposes of this Agreement, “Cause” means (i) Executive’s willful failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s willful failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case or in the aggregate, materially injurious to Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude (other than motor vehicle offenses, the effect of which do not materially impair Executive’s performance of Executives duties for the Company); (vi) Executive’s material violation of Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;
Cause or Without Cause. The Company may terminate ▇▇▇▇▇▇' retention during the Succession Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (a) misappropriating any funds or any material property of the Company; (b) obtaining or attempting to obtain any material personal profit from any transaction in which ▇▇▇▇▇▇ has an interest which is adverse to the interest of the Company unless the Company shall first give its consent to such transaction; (c)
Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder,
Cause or Without Cause. Employer may terminate Executive’s employment for Cause in accordance with the provisions of Section 1(b) or without Cause.