Termination Without Cause and Termination for Good Reason Clause Samples

The 'Termination Without Cause and Termination for Good Reason' clause defines the circumstances under which either party may end an agreement without the other party being at fault, or when an employee may resign due to specific negative changes in their employment conditions. In practice, this clause typically allows an employer to terminate an employee at any time without needing to prove misconduct, often with advance notice or severance, and permits the employee to resign and still receive certain benefits if significant changes—such as a reduction in pay or responsibilities—occur. Its core function is to provide flexibility for both parties to exit the relationship under predefined conditions, while also protecting the employee from unfair treatment or sudden detrimental changes.
Termination Without Cause and Termination for Good Reason. If the Employer terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive his most recent Base Salary level for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in the Employer’s or a subsidiary’s retirement plans or any stock-based plans unless the terms of any applicable plan document allow such participation. The Employer and the Executive acknowledge and agree that the compensation and benefits under this Section 4.4 shall not be payable if compensation and benefits are payable or shall have been paid previously to the Executive under Article 5 of this Employment Agreement.
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Termination Without Cause and Termination for Good Reason. (a) Subject to the possibility that continued Base Salary for the first six months after employment termination might be delayed because of section 4.4(b), if the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment for Good Reason, the Executive shall for the unexpired term of this Agreement continue to receive (x) the Base Salary in effect at employment termination and (y) an annual bonus equal to the bonus earned for the calendar year ended immediately before the year in which the employment termination occurs, regardless of when the bonus earned for the preceding calendar year is paid and regardless of whether all or part of the bonus is subject to elective deferral or vesting, but the Executive shall not be entitled to continued participation in the Employer’s or a subsidiary’s retirement plan(s) or any stock-based plans. The Employer and the Executive acknowledge and agree that the compensation and benefits under this section 4.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 5 of this Agreement. (b) If when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, and if continued Base Salary under section 4.4(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, the Executive’s continued Base Salary under section 4.4(a) for the first six months after employment termination shall be paid to the Executive in a single lump sum on the first day of the seventh month after the month in which the Executive’s employment terminates. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.
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Termination Without Cause and Termination for Good Reason. Except as provided in Section 7(e), in the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause (and not due to death or Disability) or by the Participant for Good Reason, then the portion of the Option that is then outstanding and unvested and that was scheduled to vest during the Participant's Severance Period (as defined below) shall continue to vest during the Participant's Severance Period as follows: on any applicable date during such Severance Period, any portion of the Option that would have vested on such date had the Participant remained Employed on such date shall become vested and exercisable on such date notwithstanding the termination of Participant's Employment. Except as provided in Section 7(e), the portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 7(c) or that becomes vested and exercisable under this Section 7(c) shall remain exercisable until the earlier of (x) the later of the 18 month anniversary of a Qualifying Transaction and the date that is one year after the last day of the Severance Period and (y) the 10th anniversary of the Grant Date, in each case, subject to earlier termination in accordance with the terms of the Plan; provided, however, that if such termination of Employment occurs prior to the six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, the "Severance Period" shall mean the period during which the Participant is entitled to receive continued payments of the Participant's base salary under an employment agreement or a severance plan, program or agreement as the result of the termination of Employment described in this Section 7(c) (or if such base salary is paid in a lump sum, the number of months of such base salary that such severance represents). In the case of a termination of Employment by Participant for Good Reason, any portion of the Option that is not scheduled to vest during the Severance Period (disregarding any special vesting relating to a Change in Control), shall be immediately forfeited upon such termination of Employment with no compensation or other payment ​ ​ due to the Participant or any other Person, and in the case of a termination of Employment by the Company or a subsidiary...
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Termination Without Cause and Termination for Good Reason. If Employer shall discharge Employee without Cause or not renew the term of this Agreement at any time after July 1, 2002, or if Employee shall terminate his employment for Good Reason, then Employer shall pay to Employee in one lump sum within five (5) days of any such event, the following benefit: (i) a monetary award payable in one lump sum in recognition of Employee's past service to Employer equal to (x) 125% of the Employee's base salary in effect at the time of termination or discharge combined with the greater of the bonus paid to the Employee for the previous year or the maximum bonus that would be paid under Employer's bonus award methodology for the year in which the termination or discharge of Employee occurred if Employee was employed at year end, multiplied by (y) three (all of which is further shown by the formula on Exhibit A attached hereto).
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Termination Without Cause and Termination for Good Reason. (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause or by the Executive for Good Reason as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause or a Termination for Good Reason under this Section 8(d). For the avoidance of doubt, if a notice of nonrenewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of her termination of employment without Cause or for Good Reason, through the date on which such termination occurs, to be paid in accordance with the Company’s regular payroll practices, (B) provided the Executive executes on or before the date that is 50 days following the date of her termination of employment, a general release of employment liability claims against the Company and its affiliates in substantially the form of Exhibit B attached hereto, and does not revoke such release prior to the end of the seven-day statutory revocation period, a cash lump sum payment made within 60 days after termination of employment equal to (x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such termination and (y) one times the higher of the targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded ...
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Termination Without Cause and Termination for Good Reason. (a) If Citizens South terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive the Base Salary for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in Citizens South’s or a subsidiary’s 401(k) retirement plan or any stock-based plans. Payments of Base Salary under this Section 6.4(a) shall not be reduced or offset by any other compensation the Executive receives through other employment after termination of his employment with Citizens South. If Citizens South Bank is not in compliance with its minimum capital requirements or if payments under this Section 6.4(a) would cause Citizens South Bank’s capital to be reduced below minimum capital requirements, payments under this Section 6.4(a) shall be deferred until such time as Citizens South Bank is in capital compliance. The provisions of this Section 6.4 are subject to Article 9 of this Employment Agreement. Citizens South and the Executive acknowledge and agree that the compensation and benefits under this Section 6.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 7 of this Agreement. That is, the parties acknowledge and agree that the Executive shall not be entitled to duplicative compensation and benefit payments under this Section 6.4 and under Article 7 if the Executive’s employment is terminated without Cause or if the Executive terminates employment with Good Reason. (b) Cash-out of the Executive’s 401(k) Retirement Plan Account. If Citizens South terminates the Executive’s employment without Cause or if the Executive terminates employment with Good Reason before full vesting of the amounts credited to his account as a result of matching or discretionary contributions by Citizens South under Citizens South’s 401(k) Plan, the Executive shall be entitled to receive from Citizens South an amount in cash equal to the value of any unvested contributions as of the effective date of termination.
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Termination Without Cause and Termination for Good Reason. In the event of a Termination Without Cause or a Termination for Good Reason during the Employment Period, the Executive shall receive the following: (a) Immediately after the Date of Termination, a lump-sum amount equal to the sum of Executive’s Accrued Base Salary, accrued but unpaid vacation and unpaid business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; (b) The amount of the Transaction Bonus, if and to the extent earned pursuant to Section 6.4; (c) An Annual Bonus, determined pursuant to Section 4.2, for the Year of such Termination of Employment, multiplied by a fraction, the numerator of which is the number of days that the Executive is employed by the Company during such Year and the denominator of which is 365, contingent upon achievement by the Company of the performance targets relative to such Annual Bonus; (d) An Annual Bonus, determined pursuant to Section 4.2, for the Year preceding the Year of such Termination of Employment, if and to the extent the Annual Bonus for such preceding Year has been earned and has not yet been paid to Executive; (e) The amount of the Deferred Signing Bonus, pursuant to Section 6.1; and (f) The amount of the Pension Payments, pursuant to Section 6.2.
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Termination Without Cause and Termination for Good Reason. If the Bank terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, the Executive shall continue to receive the Base Salary for the unexpired term of this Employment Agreement, but he shall not be entitled to continued participation in the Bank’s or a subsidiary’s retirement plan(s) or any stock-based plans. The Bank and the Executive acknowledge and agree that the compensation and benefits under this Section 6.4 shall not be payable if compensation and benefits are payable or shall have been previously paid to the Executive under Article 7 of this Agreement.
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Termination Without Cause and Termination for Good Reason 
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Related to Termination Without Cause and Termination for Good Reason

  • Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.

  • 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; Resignation for Good Reason (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount and the payment of any unpaid earned Bonus for the year immediately preceding the year in which such termination or resignation occurs, the Executive shall be entitled to receive: (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) if at the time of such termination or resignation the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and 5 (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation until the earlier to occur of (A) the Applicable Multiple of years from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred. Notwithstanding the foregoing, if at the time of such termination or resignation (a) the Executive is “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy and (b) a Change of Control has not occurred (and a Change of Control does not occur within six month following such termination or resignation and it is not reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control during such six month period), then the Executive shall not receive the amount specified under Section 6(c)(1)(B) above but shall instead be eligible to receive the entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and in accordance with the terms and conditions of such policy.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • 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”).