Compensation Upon Termination by the Company Other Than for Cause Clause Samples

This clause defines the compensation an employee is entitled to receive if the company terminates their employment for reasons other than cause, such as layoffs or restructuring. Typically, it outlines severance pay, continuation of benefits, or payment of accrued bonuses, and may specify the calculation method or duration of such payments. Its core function is to provide financial security to the employee in the event of an involuntary termination not related to misconduct, while also clarifying the company's obligations and reducing potential disputes.
Compensation Upon Termination by the Company Other Than for Cause. If the Company terminates the Executive’s employment hereunder without “Cause,” the Company shall pay the Executive a severance payment equal to twelve (12) months of his Base Salary then in effect (paid as salary continuation for the twelve months following the notice of termination), plus the pro-rata portion of the target bonus determined pursuant to Section 5.2(c)(iii).
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Compensation Upon Termination by the Company Other Than for Cause. If the Executive's employment shall be terminated by the Company other than for Cause, the Executive shall be entitles to the following benefits:
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Compensation Upon Termination by the Company Other Than for Cause. If the Company terminates the Executive's employment hereunder without "Cause", the Company shall pay the Executive the amounts described in 5.3(b)(ii).
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Compensation Upon Termination by the Company Other Than for Cause upon Termination by the Executive for Good Reason or upon Termination on account of Death or Disability on or before December 31, 2021. If the Executive’s employment shall be terminated by the Company other than for Cause, by the Executive for Good Reason, or on account of the Executive’s death or Disability, in each case on or before December 31, 2021, or the Company fails to permit Executive to commence employment with it after she has terminated employment with her current employer (other than such failure due to (i) Executive’s commission of an act of dishonesty, fraud, embezzlement or theft, or any felony or crime of moral turpitude or (ii) Executive’s termination of employment with her current employer on account of cause), the Executive (or, in the event of death, Executive’s executor, legal representative, administrator or designated beneficiary, as applicable) shall be entitled to the following: (a) The Company will pay the Executive any unpaid Guaranteed Bonuses. Subject to any required delay under Section 12, such Guaranteed Bonuses will be paid at the same times that they would have been paid had the Executive’s employment not terminated. For the avoidance of doubt, if the Executive’s employment is terminated by the Company other than for Cause, by the Executive for Good Reason, or on account of the Executive’s death or Disability, in each case in 2022 before the 2021 Bonus is paid, the Executive will be entitled to payment of the 2021 Bonus. (b) The Company will pay the Executive the Base Salary that she would have received through December 31, 2021 had her employment not terminated. Subject to any required delay under Section 12 or Section 6(d) below, such Base Salary will be paid in accordance with the Company’s regular payroll practices, commencing with the first payroll date following the Executive’s termination of employment. (c) For the Healthcare Continuation Period (described below), provided that the Executive timely elects continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay or reimburse the Executive for the COBRA premiums for such continued health coverage for the Executive and, where applicable, her spouse and dependents, at the level in effect as of the date of the Executive’s termination of employment, less the employee portion of the applicable premiums that the Executive would have paid had she remained employed through the Healthcare Continuation Period (the COBRA ...
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Compensation Upon Termination by the Company Other Than for Cause. If the Employee’s employment shall be terminated by act of the Company other than for Cause, the Employee shall be entitled to the following benefits:
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Related to Compensation Upon Termination by the Company Other Than for Cause

  • Termination by the Company Other than for Cause The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

  • Termination by the Company for Cause The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Termination by the Company for Cause or by Executive Without Good Reason If the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments and benefits described in Section 6(a).