Improper Termination Clause Samples
The Improper Termination clause defines the consequences and procedures that apply when a party ends an agreement in a manner not permitted by the contract. Typically, this clause outlines what constitutes an improper or unauthorized termination, such as failing to provide required notice or terminating without valid cause, and may specify remedies like damages, penalties, or reinstatement of the agreement. Its core function is to deter parties from breaching termination provisions and to provide a clear framework for addressing wrongful contract termination, thereby protecting the interests of the non-breaching party.
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Improper Termination. If this Agreement is terminated by Employee for any reason pursuant to Section 14.2 of this Agreement or by the Company in any manner except specifically in accordance with Section 14.1 or 14.3 of this Agreement, then (i) the Company will immediately pay to the Employee a lump sum payment equal to the greater of (a) the sum of the Employee’s entire annual compensation and accrued but unpaid bonus (if any, with respect to bonus) payable through the end of the term of this Agreement pursuant to Sections 6.1 and 6.2 herein, respectively or (b) the Employee’s annual base compensation as set forth in Section 6.1 herein , (ii) Employee will be entitled to all of the benefits under Section 8 of this Agreement, as amended, through the end of the term of this Agreement, and (iii) all unvested stock options owned by Employee will immediately vest, Employee will be entitled to exercise all vested stock options which he owns for the entire remaining exercise period of the stock options as set forth in Section 6.3 of this Agreement, no such stock options will terminate prior to said expiration dates, and no “severance” will be deemed to have occurred under the Company’s Stock Option Plan or under existing Stock Option Agreements covering said stock options. It is specifically agreed that in such event Employee will have no duty to mitigate his damages by seeking comparable, inferior or different employment.
Improper Termination. In the event of the Executive's termination by the Company for any reason other than for Cause or the death of the Executive, Executive shall continue to be paid, as severance pay, an amount equal to his salary at the time of termination until the later of: (i) the end of twelve months from the Commencement Date or (ii) 180 calendar days from the date of the termination. Except for the severance pay, the Company shall not have any further obligations hereunder except for (a) obligations occurring prior to the date of termination, and (b) obligations, promises or covenants contained herein which are expressly made to extend beyond the term of the Agreement.
Improper Termination. You are purportedly terminated, other than pursuant to a notice of termination satisfying the requirements of Section 5.
Improper Termination. The Company terminates your employment, other than pursuant to a notice of termination satisfying the requirements of Section 5 hereof. However, an event that is or would constitute Good Reason shall cease to be Good Reason if: (a) you fail to provide written notice to the Company within 90 days following the initial existence of the event described in paragraphs (1) through (4) above; (b) the Company reverses or otherwise cures the event within 30 days of receiving such notice; (c) you do not terminate employment within 180 days after the event occurs; or (d) you were a primary instigator of the Good Reason event and the circumstances make it inappropriate for you to receive benefits under this Agreement (e.g., you agree temporarily to relinquish your position on the occurrence of a merger transaction you negotiate). If you have Good Reason to terminate employment, you may do so even if you are on a leave of absence due to physical or mental illness or any other reason.
Improper Termination. If, after termination under the provisions of Paragraph 18.A, it is determined for any reason that the Contract was terminated improperly under the provisions of this Article, the rights and obligations of the Parties shall be the same as if termination had been effected pursuant to Article 17.
Improper Termination. In the event of the Executive's termination by --------------------- the Company for any reason other than for Cause or the death of the Executive, Executive shall continue to be paid, as severance pay, an amount equal to his salary at the time of termination until the earlier of: (i) the end of the Employment Term, or (ii) 90 calendar days from the date of the termination.
Improper Termination. If this Agreement is terminated by FASTRAXX in any manner except specifically in accordance with Section 14.1, 14.4 or 14.7 of this Agreement, then (i) FASTRAXX shall immediately pay to the Employee an amount equal to the sum of Employee's annual salary and benefits that would be payable to him during the year following the date of termination. Further, Employee's unvested ownership options shall immediately become vested, and Employee shall be entitled to exercise all vested ownership options during the three months following such termination. It is specifically agreed that in such event Employee shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.
Improper Termination. If this Agreement is terminated by Employee pursuant to Section 13.2 herein or by the Company in any manner except as specifically provided in Section 13 herein, the Company shall continue to pay to Employee all of Employee's benefits provided in this Agreement including, but not limited to, those benefits provided in Sections 6, 7 and 9 of this Agreement for the remaining term of this Agreement. It is specifically agreed that in such event Employee shall have no duty to mitigate his damages by seeking comparable, inferior, or different employment.
Improper Termination. In the event that the Company terminates (or fails to commence) your service as non-executive Chairman and senior advisor as set forth herein for any reason other than Cause or your voluntary resignation, you shall be entitled to receive all payments, benefits, grants and vesting privileges to which you would have been entitled under the Amended Agreement, as amended by this Second Amendment, had you served in such position throughout the one-year period following the CEO Termination Date.
Improper Termination. If, after termination of this Contract under the provisions of this Article 22.0 it is determined for any reason that the Contractor was not in default under the provisions of this Article 22.0, the rights and obligations of the Parties shall be the same as if the notice of termination has been issued under Article 21.0, Termination for Convenience.