Common use of Termination and Severance Pay Clause in Contracts

Termination and Severance Pay. (i) In the event the Executive Director's employment is involuntarily terminated by action of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, the Port shall pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because of disability, which failure, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written notice

Termination and Severance Pay. (i) In A. This Agreement shall terminate upon the event the Executive Director's employment is involuntarily terminated by action occurrence of any of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, the Port shall pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of terminationfollowing events: 1. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because of disability, which failure, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within Upon thirty (30) days after receipt days’ notice given to CITY by EMPLOYEE; or 2. Upon the death of EMPLOYEE; or 3. Upon the permanent disability or inability of the EMPLOYEE to perform the essential duties of his position; or 4. Upon the effective date of retirement from CITY service pursuant to PERS; or 5. Upon decision of the City Manager of CITY to terminate EMPLOYEE, with cause. B. In the event EMPLOYEE is terminated without cause, at any time during the term of this Agreement, CITY agrees to pay to EMPLOYEE a lump sum cash severance payment equal to the total of EMPLOYEE'S vacation and such other accruals, including sick leave, as he may be entitled to, and the then current salary (including benefits) that he would have been entitled to receive for six (6) months under the terms of this Agreement. The EMPLOYEE can choose to have the allowable number of sick leave hours turned into service credits with PERS if they retire, and to receive the remaining accruals in the severance payment. C. CITY reserves the right to terminate this Agreement without liability for any severance pay whatsoever, when such termination is made for cause. "Termination for Cause" shall include: 1. Willful breach of this Agreement pursuant to Labor Code Section 2924 as that code section has been interpreted. 2. Habitual neglect of the duties required to be performed as Police Chief pursuant to Labor Code Section 2924 as that code section has been interpreted. 3. Any acts of dishonesty, fraud, or other acts of moral turpitude. 4. Conviction of any act which would constitute a crime, whether misdemeanor or felony, and which would bring disrespect to the Office of Police Chief or CITY. 5. Willful violations of CITY policies of a serious nature, including for example, CITY'S sexual harassment or drugs-in-the-work-place policies. D. Pursuant to Eureka Municipal Code, should EMPLOYEE be terminated or suspended for cause, EMPLOYEE shall have a written notice of the cause of his removal or suspension from duty, and he shall have the Commission opportunity to be heard on the cause of his removal or suspension before a public hearing of the City Council. E. In the event CITY at any time during the employment term reduces the salary or other financial benefits of EMPLOYEE in a greater percentage than an applicable across the board reduction for management, mid-management, professional and confidential employees, or in the event the City refuses, following written notice, to comply with any other provision benefiting EMPLOYEE herein, then, in that event EMPLOYEE may at his option, be deemed to be "terminated without cause" at the date of such failure; (ii) Executive Director’s failure reduction or such refusal to comply with reasonable written policies, standards and directives established by the Commission which failure meaning or refusal, if curable, is not cured to the reasonable good faith satisfaction context of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeherein severance pay provision.

Termination and Severance Pay. (i) a. In the event LETA’s Board of Directors terminates Employee during the Executive Director's employment is involuntarily terminated by action term of the Commission at any time before January 31, 2024 and if the Executive Director is willing and able to perform his duties under this Agreement, and provided that at the Port shall pay the Executive Director any payments or benefits pursuant time of such termination Employee is willing, able, and qualified to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of nine (9) month's salary; provided, however, that if the Executive Director's employment is terminated for “Good Reason,” the Commission shall have only the obligation to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially perform the duties of Chief Executive Officer, ▇▇▇▇ agrees to pay to Employee a lump- sum payment equal to six (6) months of aggregate salary and obligations under accrued leave balances. For purposes of this Employment Agreementsection, other than because termination shall be defined as the occurrence of disabilityany of the following: (1) The majority of LETA’s Board of Directors votes to terminate employment without cause at a public meeting. Cause shall mean any one or more of the following events: a) willful misconduct, including, but not limited to, acts or omissions constituting dishonesty, breach of a fiduciary obligation, or misfeasance, which failurein each case, if curable within either is with regard to LETA or the discretion Employee’s duties, or is material and has or is likely to have a negative impact on LETA economically, reputational, or otherwise; b) the commission of, or indictment or conviction (or plea of the Commissionguilty or no contest) for, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure any felony, or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, crime involving fraud, dishonesty, malfeasanceembezzlement, moral turpitude, or conduct theft; c) alcohol or prescription drug abuse materially affecting work performance, or the use of illegal drugs; d) a willful failure to perform Employee’s duties for LETA; or e) willful acts or omissions intentionally contrary to ▇▇▇▇’s announced policies or practices. (2) LETA’s Board of Directors reduces the salary or other employment benefits of Employee without Employee’s consent. (3) Employee resigns following a formal or informal request by ▇▇▇▇’s Board of Directors. b. In the Executive Director that demonstrates event Employee decides to resign her position voluntarily, she shall provide LETA’s Board of Directors with a flagrant and wanton disregard minimum of and for one hundred twenty (120) days' written notice in advance thereof. In the rightsevent of voluntary resignation, title or interest Employee shall not be entitled to any severance pay. c. Regardless of the Port or nature of Employee’s departure from employment, she shall be entitled to receive payment for accrued leave and other applicable benefits in accordance with the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws provisions of the United States or any state; or (vi) benefit package afforded to Employee by LETA at the Executive Director’s material breach time of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeseparation.

Termination and Severance Pay. (i) A. In the event the Executive Director's employment that Manager is involuntarily terminated by action a majority vote of the Commission at any time before January 31, 2024 and if the Executive Director is Board while Manager continues to be willing and able to perform his duties under this the Agreement, the Port shall USD agrees to pay the Executive Director any Manager equal payments or benefits pursuant over an agreed upon period of time equal to Section 1 above which have been earned but have not been provided through the date of termination and a lump sum separation payment in the amount of Manager’s monthly salary multiplied by nine (9). Manager shall also be compensated for all accrued vacation time. The District agrees to continue medical, dental and vision benefits for six (6) month's salary; provided, however, that months. Such severance pay and benefits shall not be due or payable if the Executive Director's employment Manager is terminated for “Good Reason,” willful misconduct, dishonesty, or fraud in office; willing destruction, theft, misappropriation or misuse of District property; or after being convicted of a felony; or any action involving moral turpitude. However, if Manager is terminated by a majority vote of the Commission shall have only Board because of his commission of a felony, an act or action which constitutes moral turpitude for personal gain to him, is not in good standing due to acts which bring potential civil liability to the obligation District or is unwilling or unable to provide payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean (i) the Executive Director’s willful and continued failure to substantially adequately perform the duties of a General Manager, then in any of these events, USD shall have no obligation to pay the aggregate severance sum designated in this paragraph. It is specifically agreed that Manager serves at the pleasure of the Board as an at‐will employee, subject to the termination and obligations under this Employment Agreementseverance provisions contained herein. B. Except for a termination involving the commission of any illegal act, other than or falling to remain in good standing as set forth in Section 3 A, above, the Manager may not be terminated by the USD within the three’ (3) months preceding or following a General Election where one or more Board seats are contested on the ballot of such election (the “election cool‐ off period”). C. In the event the District terminates Manager for cause, the District and the Manager agree that neither Party shall make any written or oral statements to members of the public or press concerning the Manager’s termination which are not factual, or which are of a slanderous nature. D. If Manager is permanently disabled or is otherwise unable to perform his duties because of disabilitysickness, which failureaccident, if curable within the discretion of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt of written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasanceinjury, or conduct mental incapacity for a period in excess of 6 months, the District shall have the option to terminate this agreement without further payment of compensation and benefits (except as required by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title State or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Executive Director’s material breach of the terms of this Agreement if such breach is not cured (if capable of cure) within thirty (30) days after receipt of written noticeFederal Law). Disability will preclude severance benefits.

Termination and Severance Pay. (i) A. In the event the Executive Director's employment Employee is involuntarily terminated by action of the Commission at any City Council during such time before January 31, 2024 and if the Executive Director that Employee is willing and able to perform his his/her duties under this Agreement, the Port shall then Employer agrees to pay the Executive Director any payments or benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination and Employee a lump sum separation cash payment equal to either six months’ salary or the salary for the remaining term of this Agreement, whichever is less. Pursuant to Government Code Section 53243.5, if Employee is later convicted of a crime involving abuse of office or position, then any severance paid under this Section 4.A shall be returned by Employee to Employer. B. Employee may be terminated at any time for willful misconduct as defined in Section 2.08.160 of the amount City’s Municipal Code or for abuse of nine (9) month's salary; providedhis/her office or position as defined in Government Code Section 53243.4 as may be amended. The determination of what constitutes willful misconduct shall be within the sole discretion of the City Council, howeverprovided that it shall relate to the welfare of the City. Willful misconduct includes conduct directly related to conduct in office and the duties of the office. It also includes conduct not directly related to the performance of the official duties of the office when such conduct has a direct and harmful effect on the welfare or reputation of the City. Evidence of such direct and harmful effects includes, but is not limited to, conviction of a felony or a crime of moral turpitude. Employee shall be entitled to the right to a hearing as provided in Sections 2.08.100 through 2.08.150 of the Municipal Code prior to termination under Sections 4.A and 4.B of this Agreement. In the event that if the Executive Director's employment Employee is terminated for “Good Reason,” the Commission willful misconduct or abuse of office or position, City shall have only the no obligation to provide payments pay and shall be prohibited from paying, the severance sum designated in Section 4.A above, or any severance sum at all. C. Nothing in this Agreement shall prohibit Employer from imposing discipline less than termination upon Employee, including written reprimands, suspensions, or reductions in pay. Employee shall not be entitled to any due process as a result of the implementation of discipline less than termination. D. In the event: (1) Employer at any time during the term of this Agreement reduces the salary or other financial benefits pursuant to Section 1 above which have been earned but have not been provided through the date of termination. “Good reason” shall mean Employee (i) the Executive Director’s willful and continued failure to substantially perform the duties and obligations under this Employment Agreement, other than because a suspension of disability, which failure, if curable within the discretion five (5) working days or less or a temporary reduction in salary of the Commission, is not cured to the reasonable satisfaction of the Commission within thirty (30) days after receipt or less) in a greater percentage than an applicable across-the-board reduction for all employees of Employer; or (2) Employer refuses, following written notice from the Commission of such failure; (ii) Executive Director’s failure or refusal notice, to comply with reasonable written policies, standards and directives established by the Commission which failure or refusal, if curable, is not cured to the reasonable good faith satisfaction of the Commission within thirty (30) days after receipt of written notice of such failure or refusal from the Commission; (iii) any act of “gross misconduct” which shall mean conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that demonstrates a flagrant and wanton disregard of and for the rights, title or interest of the Port or the Executive Director's fellow employees; (iv) the Executive Director’s violation of a federal or state law or regulation applicable to the Port’s operations, which violation was or is reasonably likely to be materially injurious to the Port; (v) the Executive Director’s conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any stateother provisions benefiting Employee herein; or (vi3) Employee resigns following a formal suggestion by the Executive Director’s material breach City Council that he/she resign, then Employee may, at his/her option, be deemed to be “terminated” as of that time, and shall be entitled to the severance provisions of Section 4.A above. E. In the event Employee voluntarily resigns his/her position with Employer before expiration of the terms above-referenced term of this Agreement if such breach is his/her employment, then Employee shall give Employer sixty (60) days’ notice in advance, unless the parties otherwise agree, and Employee shall not cured (if capable of cure) within thirty (30) days after receipt of written noticebe entitled to any severance pay.