Termination by the Company without Cause or Termination by Executive for Good Reason Clause Samples
This clause defines the circumstances under which the company can terminate an executive's employment without cause, or the executive can resign for good reason. Typically, it outlines what constitutes 'good reason' for the executive, such as a significant reduction in duties, compensation, or a forced relocation, and specifies the notice and severance terms that apply. The core function of this clause is to provide both parties with clear guidelines and protections in the event of an involuntary separation that is not due to misconduct, ensuring fairness and predictability in the employment relationship.
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Termination by the Company without Cause or Termination by Executive for Good Reason. If Executive’s employment under this Agreement is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, Executive will be entitled to receive the following:
(i) Accrued Compensation;
(ii) Severance equal to two times the sum of (A) Executive’s Base Salary in effect at the time his employment terminates and (B) the target bonus for the year of termination prorated based upon the number of days worked for the year of termination (collectively, “Severance Payment”); and
(iii) Accelerated vesting of the unvested portion of any outstanding equity awards. Subject to satisfaction of the release requirements set forth in the immediately following paragraph, as applicable, any compensation payable pursuant to clause (i) and (iii) of this paragraph (B) shall be paid promptly after the Termination Date. Subject to satisfaction of the release requirements set forth in the immediately following paragraph, as applicable, any amounts payable pursuant to clause (ii) of this paragraph (B) shall be paid ratably for a period of twenty-four (24) months following termination of employment as if it were salary, payable in accordance with the Company’s normal payroll practices, provided, however, that the initial installment will begin on the 60th day following the Termination Date and will include the payments that would otherwise have been made during such sixty (60) day period; provided that, to the extent necessary to prevent Executive from being subject to adverse tax consequences under Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”), the first six (6) months of the continued Severance Payment shall not be paid until, and shall be paid in a single sum payment on, the first day after the six (6) month anniversary of the Termination Date, with the remaining monthly payments to begin on the first day of the seventh month following the Termination Date. For the purposes hereof, if the Company elects not to extend the Term pursuant to Section 1 above, Executive’s employment will be deemed to have been terminated by the Company without Cause. In order to receive any payments or benefits under clauses (ii) and (iii) of this paragraph (B), Executive must execute and deliver to the Company a mutual release of claims provided by the Company in substantially the form of Exhibit A annexed hereto and such release must become irrevocable on or before the 60th day following the Terminatio...
Termination by the Company without Cause or Termination by Executive for Good Reason. (a) After the Effective Date, if the Company shall terminate the Executive's employment without Cause, or if the Executive shall terminate his employment for Good Reason, this Agreement shall terminate and the Company shall pay and/or provide to the Executive the sum of the following:
(1) Accrued Obligations that the Executive had accrued or earned as of the Date of Termination;
(2) 200% of the sum of:
(A) the Executive's Reduced Base Salary, plus
(B) the Executive's target Annual Bonus (based on Reduced Base Salary) if the Incentive Plan is then in effect for the year in which the Date of Termination occurs, or if the Incentive Plan (as described in Section 4.4 hereof), or any similar annual bonus plan is not then in effect and its suspension or termination constituted a Good Reason basis for the Executive's termination of employment, then the Executive's target Annual Bonus under the Incentive Plan immediately prior to its suspension or termination; provided however, that if the Executive terminates his employment for Good Reason as specified in Section 1.14(e) (relating to the Company's requiring the Executive to be based at any office or location further than a fifty (50) mile radius from the Washington, D.C. metropolitan area), the 200% of Reduced Base Salary and target Annual Bonus shall be reduced to 100% of such Reduced Base Salary and target Annual Bonus.
Termination by the Company without Cause or Termination by Executive for Good Reason. In the event that, during the Term, the Company terminates Executive’s employment without, or Executive terminates Executive’s employment for Good Reason, all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and the Company shall pay Executive, and Executive shall be entitled to receive, the Accrued Amounts. In addition, and subject to the conditions set forth in Section 4.8 below, the Company shall pay to Executive the severance payments and benefits set forth below in Sections 4.4.1- 4.4.4 in accordance with the terms thereof.
Termination by the Company without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Company shall pay Executive all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked, and Executive shall be entitled to receive the severance payments and benefits set forth below in this Section 4.3; provided, however, that such severance and benefits are conditioned on Executive’s execution and non-revocation of a release agreement, the form of which is attached hereto as Exhibit C, and thereafter the Company’s obligations under this Agreement shall terminate. For the purposes of this Agreement, termination shall be for “Good Reason” if (i) there is a material diminution of Executive’s responsibilities with the Company, or a material change in the Executive’s reporting responsibilities or title, in each case without Executive’s consent; (ii) there is a reduction by the Company in the Executive’s annual base salary then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive agrees that he may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate his employment for Good Reason.
Termination by the Company without Cause or Termination by Executive for Good Reason. (i) The Company may terminate Executive's employment under this Agreement, at any time, without Cause so long as the Company pays Executive in accordance with this paragraph 8(b). Executive may terminate his employment under this Agreement for Good Reason (as defined in paragraph 8(d)(ii)), and, in such event, the Company shall be required to pay Executive in accordance with this paragraph 8(b).
(ii) In the event that the Company terminates Executive's employment under this Agreement without Cause, or Executive terminates his employment under this Agreement for Good Reason, the Company agrees to pay Executive, as severance, the Company agrees to pay Executive, as severance, (A) one (1) month (the "Severance Period") (time period specified may not extend beyond the end of the second year following the year of termination) of his then-existing Base Salary ("Salary Component of Severance"), (B) a Bonus (with the amount to be determined based on the then-current metrics for such Bonus, and prorated based on a full calendar year) ("Bonus Component of Severance"), and (C) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the Severance Period (“COBRA Component of Severance”). The payment of severance is subject to paragraphs 8(b)(iv) and (v) below.
(iii) The Company also will pay or provide to Executive the Accrued Obligations (as defined in paragraph 8(a)(ii) above).
(iv) Aside from the amounts set forth in this paragraph 8(b), the Company shall have no further obligation or liability to the Executive under this Agreement, including with respect to any vesting with respect to any Company Equity (except as may be provided otherwise in the agreement granting the Company Equity), bonus or commission plan that may be in effect, in the event that the Company terminates Executive's employment under this Agreement without Cause or Executive terminates his employment under this Agreement for Good Reason. The Company's obligation to pay severance under paragraph 8(b)(ii) is expressly conditioned upon Executive's execution of and delivery to the Company and non-revocation of a release provided by the Company to Executive within the later of ten (10) days after Executive's termination of employment or as required under applicable law) prior to payment of severance, which release must be effective and irrevocable on the delivery date or as otherwise required under applicable law, and will include ite...
Termination by the Company without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to two (2) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the end of the 18-month period following the Termination Date; or (B) the date Executive is no long...
Termination by the Company without Cause or Termination by Executive for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 4.2 of this Agreement, or by Executive for Good Reason pursuant to Section 4.4 of this Agreement, Executive executes a release in favor of the Company in a form determined and provided by the Company, within the time required by the Company (but in no event later than the later of 30 days after Executive’s employment terminates or 21 days after presentation of such release to Executive), the period in which Executive is entitled to revoke such release has expired without any such revocation, and Executive continues to comply with Section 6 below and with any other applicable restrictive covenants in favor of the Company or its affiliates (collectively, the “Severance Conditions”), then, in addition to the Accrued Benefits, Executive will receive the following additional compensation and/or benefits:
(a) an amount equal to 12 months of Executive’s Base Salary in effect immediately prior to such termination, which will be paid in equal cash installments on regular Company payroll periods (no less frequently than monthly) over the 12-month period immediately following Executive’s termination of employment; provided, that the first installment payment will be made on the next regular Company payroll after the Severance Conditions have been met and will include payment of any installment payments that were otherwise due prior thereto;
(b) subject to Executive’s timely election of continuation coverage under COBRA, continued payment or reimbursement by the Company of 100% of Executive’s premiums for such coverage , in a manner intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the eligibility requirements and other terms and conditions of such insurance coverage, for the 6-month period following Executive’s last day of employment or, if earlier, until Executive first becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source (and Executive agrees to immediately notify the Company in writing if Executive becomes so covered); and
(c) any Annual Bonus actually achieved for the calendar year in which termination occurs pursuant to Section 3.4, prorated based on the length of Executive’s employment with the Company during such year, which will be paid at the time and in the form set forth in such Section 3.4.
Termination by the Company without Cause or Termination by Executive for Good Reason. If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to receive, subject to the execution and delivery by Executive of a Release (as defined below):
5.1.1. continuation of Executive’s Base Salary for a period equal to twelve months following the effective date of the termination of Executive by the Company without Cause or the resignation by Executive for Good Reason (the “Involuntary Termination Date”), payable in accordance with the Company’s standard payroll practices;
5.1.2. an amount equal to a cash bonus equal to 100% of Executive’s Base Salary prevailing on the Involuntary Termination Date, which amount shall be paid in the year following employment termination at the time annual bonuses are paid to the Company’s other senior executives;
5.1.3. accelerated vesting of 100% of the Option Award;
5.1.4. except as provided in Section 5.2, accelerated vesting of the portion of the RSU Award that has not issued (the “Unissued RSU Award”) as of the Involuntary Termination Date, as follows:
(a) If the Involuntary Termination Date occurs on or before the first anniversary of the Effective Date, then 25% of the Unissued RSU Award shall accelerate and vest;
(b) If the Involuntary Termination Date occurs after the first anniversary of the Effective Date, but on or before the second anniversary of the Effective Date, then 50% of the Unissued RSU Award shall accelerate and vest;
(c) If the Involuntary Termination Date occurs after the second anniversary of the Effective Date, but on or before the third anniversary of the Effective Date, then 75% of the Unissued RSU Award shall accelerate and vest; and
(d) If the Involuntary Termination Date occurs after the third anniversary of the Effective Date, but on or before the fourth anniversary of the Effective Date, then 100% of the Unissued RSU Award shall accelerate and vest.
5.1.5. waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his spouse and eligible dependents) for a period equal to twelve months. The amounts specified in Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4 and 5.1.5 are referred to herein as the “Severance Benefits.” Except as otherwise provided in this Section 5.1, and except for payment of (i) all accrued and unpaid Base Salary throug...
Termination by the Company without Cause or Termination by Executive for Good Reason. Executive shall be entitled to the benefits described in this Section 6(d) in the event that Executive's employment is terminated (i) by the Company pursuant to Section 5(d) for reasons other than death, Total Disability, or Cause, or (ii) by Executive for Good Reason pursuant to Section 5(e).
Termination by the Company without Cause or Termination by Executive for Good Reason. In addition to the payments described in Section 1(e) and subject to Section 4, provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, the Company shall (i) pay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, (ii) continue to make Base Salary payments for (A) a period 6 months following such termination of employment if the termination occurs on or before the third anniversary of the date on which Executive commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (the period of time such payments are provided, the “Severance Period”), payable in accordance with the Company’s payroll practices as in effect on such termination date, except that such continued Base Salary payments shall not commence until the first payroll date following the effective date of the Release Agreement referenced in Section 4, and the first continued Base Salary payment shall cover the period between the termination date and such payment. Each installment payment made pursuant to this Section 2(a)(ii) shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”).