Other Than Cause Clause Samples

The "Other Than Cause" clause defines the circumstances under which a party may take a specific action, such as terminating an agreement, for reasons not related to the other party's fault or breach. Typically, this clause allows one or both parties to end the contract without needing to prove misconduct or failure to perform by the other side, often requiring advance written notice. Its core practical function is to provide flexibility and a clear exit mechanism, enabling parties to manage risk and adapt to changing circumstances without being bound to the contract solely due to the absence of fault.
Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%); provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below), such payment shall be equal to product of (A) the Base Salary under this Agreement and Bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) two hundred percent (200%); (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). The payment of the lump sum am...
Other Than Cause. Upon termination of your employment under this Agreement other than for Cause, Death or Disability, You shall be entitled only to (i) payment of the Salary earned by you before the effective date of termination, as provided in Section 2 hereof; (ii) any accrued and unused vacation pay earned as of the effective date of termination; and (iii) any severance payments as provided by Acacia's then current severance plan, if any.
Other Than Cause. If Executive's employment is terminated by the Company (other than as a result of death, Disability or Cause as specified in Section 5(a) or (b) above) or is terminated by Executive for Good Reason, Executive shall be entitled to the following: (i) a lump sum payment in an amount equal to product of (A) the Base Salary under this Agreement and bonus paid to Executive during the immediately preceding twelve month period ending on the date of termination of employment, multiplied by (B) one hundred percent (100%); except that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control (as defined in Section 6 below), such payment shall be equal to product of (A) the Base Salary under this Agreement and the maximum Bonus under this Agreement, multiplied by (B) two hundred percent (200%); and all stock options shall immediately vest and become cashless. (ii) all amounts earned, accrued or owing through the date his employment is terminated but not yet paid to Executive under Section 3; (iii) continued participation in all employee benefit plans, programs or arrangements available to the Company executives in which Executive was participating on the date of termination until the earliest of: (A) the second anniversary of the date of Executive's termination of employment, provided that if Executive's termination of employment by the Company or the Executive is within 6 months before or 24 months following the occurrence of a Change of Control, then Executive shall be entitled to continue to participate in such employee benefit plans, programs or arrangements until the third anniversary of the date of Executive's termination of employment; (B) the date this Agreement would have expired but for the occurrence of the date of termination; or (C) the date, or dates, the Executive receives coverage and benefits under the plans, programs and arrangements of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if Executive is precluded from continuing his participation in any employee benefit plan, program or arrangement as provided in this clause (iii), the Company shall provide him with similar benefits provided under the plan, program or arrangement in which he is unable to participate for the period specified in this clause (iii). The payment of the lump sum amount under Section 5(c...
Other Than Cause. Company may immediately terminate Employee's employment for any reason other than Cause by giving ten (10) days written notice to Employee.
Other Than Cause. SANZ shall have the right to terminate this Agreement other than for Cause by giving at least 60 days’ prior written notice to Executive.
Other Than Cause. If Company terminates Employee for any reason other than Cause at any time during the Term or if Employee terminates employment for any Good Reason, Employee shall receive, subject to the limitations set forth below, (i) his base salary and other compensation and benefits earned under this Agreement but not yet paid or delivered to Employee as of the date of his termination, including retirement benefits accrued through the date of such termination and payable under the terms of such plans, (ii) the Target Bonus, if any, for the applicable fiscal year in which the Employee is terminated and (iii) severance pay constituting the continuation of his then- current base salary, less standard income and payroll tax withholding and other authorized deductions, plus continued health coverage and a payment equal to the benefits that absent termination of employment would have accrued under the Company's tax-qualified and non-qualified retirement plans (which benefits shall be deemed fully vested), until the later of the date that is (x) the first anniversary of the date of his termination and (y) the third anniversary of the Effective Date.
Other Than Cause. The Company may terminate Executive's employment at any time, with or without cause, upon 30 days' written notice.
Other Than Cause. If the Company terminates Executive's employment for other than Cause, this Agreement shall terminate without further obligations to Executive other than: (a) a lump sum cash payment equal to the base salary and target bonus (at 100% of target) for the remainder of the Employment Period; and (b) accelerated vesting of any and all options and other equity-based awards granted by the Company that are then outstanding and not otherwise fully vested, but only to the extent such awards would have otherwise become vested had Executive remained employed by the Company through July 31, 2007. Any portion of such awards that do not so vest shall automatically terminate upon termination of Executive's employment with the Company and Executive shall have no rights with respect thereto or in respect thereof. Executive's rights as to any options and other equity-based awards granted by the Company that are outstanding at the time Executive's employment with the Company terminates, to the extent such awards are then vesting (after giving effect to any accelerated vesting contemplated by this clause), shall be governed by the terms and conditions of the applicable award agreement and incentive plan under which the option or other award, as applicable, was granted.
Other Than Cause. The Executive’s employment may be terminated by the Company during the Employment Period other than for Cause upon the Company providing a Notice of Termination to the Executive of its intention to so terminate the Executive’s employment in accordance with Section 4(g) below.
Other Than Cause. If the employment of the Employee is terminated by the Company without Cause (other than due to death or Disability), the Employee shall be entitled to the following compensation and benefits, in addition to the Accrued Payments set forth in Section 7(d): i. continued payments of the Employee’s Annual Base Salary, in accordance with the Company’s standard payroll practices, for a period of 12 months; provided, however, if such termination occurs on, or within one year after, a Change of Control (provided such event is also a “change of control event” as determined in accordance with Section 409A), such amount shall be paid in a lump sum on the Commencement Date; and ii. a payment equal to $12,000, in lieu of continued contributions toward health coverage costs for the Employee, payable in a lump sum on the Commencement Date (“COBRA Payment”). If the Employee breaches any of the covenants set forth in the Restrictive Covenant Agreement, the Employee shall not be entitled to receive any further compensation or benefits pursuant to this Section 7(b) from and after the date of such breach and the Employee shall be required to promptly repay any compensation the Employee received pursuant to this Section 7(b) prior to the date of such breach. Notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay the payments and provide the benefits set forth in this Section 7(b) unless, within sixty (60) days after the Termination Date, the Employee executes and delivers to the Company a release of claims in the form attached hereto as Exhibit B and the revocation period of such release expires.