Termination for Cause or without Cause Clause Samples

The 'Termination for Cause or without Cause' clause defines the circumstances under which either party may end the agreement, either due to specific breaches (for cause) or at their discretion (without cause). In practice, this clause typically outlines what constitutes 'cause'—such as material breach, insolvency, or illegal activity—and may require advance written notice for termination without cause, often with a specified notice period. Its core function is to provide both parties with clear procedures and rights regarding ending the contract, thereby managing risk and ensuring predictability in the business relationship.
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Termination for Cause or without Cause. The Company may terminate the Executive’s employment during the Employment Period for “Cause,” which shall mean termination based upon: (i) the Executive’s willful and continued failure to substantially perform his duties with the Company (other than as a result of incapacity due to physical or mental condition), after a written demand for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Executive has not substantially performed his duties, (ii) the Executive’s commission of an act constituting a criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, or (iii) the Executive’s material breach of any provision of this Agreement. For purposes of this Section, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, without good faith and without reasonable belief that the act or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until (i) he receives a Notice of Termination from the Company, (ii) he is given the opportunity, with counsel, to be heard before the Board, and (iii) the Board finds, in its good faith opinion, that the Executive was guilty of the conduct set forth in the Notice of Termination. The Company also may terminate the Executive’s employment at any time during the Employment Period without Cause.
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Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, having so qualified, being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory body, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that Executive shall be paid (a) the Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was pro-rated, then, for purposes of this subsection, such bonus will be calculated on a full year basis. E. Fifty percent of amounts paid after termination hereunder shall be...
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Termination for Cause or without Cause. (a) The Company may terminate the Employee's employment hereunder at any time during the Employment Period for "Cause" (a "Termination for Cause"). Prior to, and in connection with, any Termination for Cause, (1) the Chief Executive Officer of the Company or his designee shall give written notice to the Employee of the specific circumstances which may constitute the basis for a Termination for Cause, (2) the Employee shall be provided with ten (10) days to cure the basis for a Termination with Cause (but only if such basis is capable of cure), and (3) the Board shall have determined, in its sole discretion (so long as not arbitrary or capricious), by a vote of not less three-fourths (3/4) of the Board (excluding the Employee if he should be a member of the Board at the time of such determination) at a meeting called and held for such purpose, after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the Board, that the Company has Cause to terminate the Employee's employment. For purposes of this Agreement, "Cause" shall be limited to:
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Termination for Cause or without Cause. A provision of this type will clarify the expectations and relationship between the parties. The employment contract should define “cause”. In instances where there is a without cause termination provision in exchange for severance payments, the terms of the severance payments should be specifically stated.
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Termination for Cause or without Cause. Either party may terminate his Employment Agreement for cause at any time if the other party materially breaches his Agreement. In addition, INVO Bioscience may terminate his Agreement for cause: (a) if M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is convicted of any felony; (b) if M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ commits any acts of gross negligence, dishonesty, fraud, misrepresentation or moral turpitude; or (c) if M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ willfully and knowingly violates any lawful delegation, policy or directive of the Board of Directors that is known or should be known by M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or the provisions of any court order. INVO Bioscience may exercise its right to terminate his Employment Agreement for cause only by a formal resolution adopted at a special or regularly scheduled meeting of the Board of Directors with written notice that the proposed termination will be on the agenda. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to make a presentation at such meeting, either personally and/or by his designated representative, although he may be excluded by the Board of Directors during their discussion and vote on the proposed termination. In the event that INVO Bioscience terminates his Agreement for cause, then M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall not be entitled to receive his base salary and fringe benefits as provided under Paragraphs 4 and 5 above after the effective date of the termination (which shall not be before the date on which the Board of Directors adopts its resolution). If M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ terminates his Agreement for cause, or if INVO Bioscience provides notice not to renew his Agreement on any anniversary date or if INVO Bioscience terminates his Agreement without cause (which INVO Bioscience shall have the right to do at any time upon not less than sixty (60) days prior written notice), then M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to continue to receive his base salary and group medical, hospitalization, dental, life and disability insurance benefits (collectively referred to as “Separation Pay and Benefits”) for three (3) months. If M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ accepts an offer of employment during such period, then such Separation Pay and Benefits shall cease on the date he begins his new employment, except that M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall receive on or before the date M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ begins such new employment, in one lump-sum payment, an amount equal to the sum of any remaining base salary payments due.
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Termination for Cause or without Cause 
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Termination for Cause or without Cause 
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Related to Termination for Cause or without Cause

  • Termination for Cause or Without Good Reason If the Executive’s employment should be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

  • Termination Without Cause or With Good Reason (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant. (ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment. (iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

  • Termination Without Cause or for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) the Company shall pay to the Executive the following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date; (ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

  • Termination Without Cause or Termination for Good Reason In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits: (i) Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of termination of the Executive's employment, provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date of termination of the Executive's employment shall be deemed to be the Base Salary as in effect prior to such reduction.

  • Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).