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. The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company's regular payroll practices over the twelve
Termination and Severance. (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior written notice by the Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause").
(ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason.
(iii) Automatically in the event of (A) your death or (B) your inability to perform the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of six (6) months or longer. The reasoned and good faith judgment of the Board as to your mental or physical inability to perform shall be final so long as such judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause").
(v) Immediately upon written notice by you if such termination is for Good Reason.
(vi) At any time by mutual written agreement between you and the Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Company shall cease upon such termination, except the Company's obligations to (i) pay the compensation set forth in Section 2 hereof through the date of such termination, (ii) provide the benefits set forth in Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination.
(c) In the event that your employment is terminated for Good Reason or as a result of a Termination Without Cause, you shall be entitled to receive an amount equal to twelve (12) months severance pay at the monthly rate of your then-current base s...
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) 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. (a) If Employee dies during the term of this Agreement, (i) the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs; (ii) this Agreement shall be considered terminated on the last day of such month; and (iii) the Company shall cause any issued but unvested equity awards granted to Employee to immediately vest.
(b) If during the term of this Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration.
(c) The Company may terminate this Agreement at any time, upon 10 days’ prior notice, for Employee’s (i) gross negligence in the performance of his duties, upon notice of same from Company and failure to cure within 30 days; (ii) intentional misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment; or theft or intentional misuse of the Company’s property or time; or (iii) material breach of any obligation created by this Agreement (including the Noncompete Agreement and Confidentiality and Inventions Agreement incorporated by reference in Sections 6 and 7 below).
(d) The Company or Employee may terminate this Agreement at any time for any or no reason upon at least 30 days’ notice to the other. In the event that Employee is removed from his position as Chief Executive Officer of the Company, or his duties as Chief Executive Officer are materially diminished, or Employee is not elected to serve as a member of the Board of Directors during the term of this Agreement, Employee may elect to treat any such event, by notice of termination within 30 days of its occurrence, as a termination by the Company pursuant to this Section 5(d).
(e) If this Agreement is terminated by the Company pursuant to Sections 5(b) or 5(d), then (i) the Company shall pay as severance to Employee one years’ current base salary (provided that a termination by the Company resulting from a Change of Control defined in Section 5(f) shall cause the sever...
Termination and Severance. A. As used in this Section 5:
Termination and Severance. (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement.
(b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its business.
(d) Termination of this Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement.
(e) In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, if the Company, with or without cause, terminates my employment or gives me notice of termination, or if I terminate my employment or give notice of termination by reason of a material breach by the Company of the terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), at any time during the twelve-month period following a Change of Control (as hereinafter defined), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom.
(g) For purposes of this A...
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.