Termination Without Good Cause Clause Samples
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Termination Without Good Cause. (i) Notwithstanding any other provision of this Agreement, the Company shall have the right to terminate the Executive's employment Without Good Cause pursuant to the provisions of this Section 8(c). If the Company shall terminate the employment of the Executive Without Good Cause effective on a date earlier than the termination date provided for in Section 2 (with the effective date of termination as so identified by the Company being referred to herein as the "Accelerated Termination Date"), the Executive, until the end of the term of this Agreement then in effect as provided for in Section 2, but in no case shall such period exceed 60 months, or until the date which is 24 months after the Accelerated Termination Date, whichever is greater, shall continue to receive (1) the Base Salary, paid in the same monthly or other periodic installments as in effect prior to the Accelerated Termination Date (2) an equal monthly pro rata portion of an amount of cash equal to the MICP Target Amount (as that term is defined in Section 7(b)(i)) in respect of the year during which the Executive's employment terminates, multiplied times the number of years (or fractions thereof) remaining in the then unexpired term of this Agreement or multiplied rata portion of an amount of cash equal to the cash value of any bonus paid or to be paid to the Executive in the form of performance shares or restricted stock under the LTIP as described on Exhibit A or any similar bonus or incentive plans or programs then in effect (valued, if applicable under the terms of such plans or programs, at the greater of the closing price on the OTCBB Stock Exchange, or other such market on which the Company's stock trades if it is not listed on the New York Stock Exchange/ or other exchanges, on the first trading day of the plan or program cycle or the Accelerated Termination Date, or if the Accelerated Termination Date is not a trading day, on the first trading day thereafter) in respect of the then-current three year cycle of such plans or programs or such other cycle as is then in effect, calculated as if the then-current cycle were completed and the target levels attained (the "LTIP Target Amount"), which cash payment shall be in lieu and in full satisfaction any rights under the LTIP in respect of such stock or shares as described in Exhibit A or any similar bonus or incentive plans or programs in effect at the time of such payment (all of which stock or shares shall be cancelled upon such paym...
Termination Without Good Cause. If Executive's employment is terminated by the Company without Good Cause, the following provisions shall apply:
(1) Executive shall be entitled to any unpaid compensation accrued through the last day of Executive's employment;
(2) Executive shall be entitled to receive severance payments equal to his base compensation, payable on normal Company payroll dates, for a six (6) month period, subject to setoff for other employment or consulting income received by Executive.
Termination Without Good Cause. During the Employment Term, the Company may terminate the Executive's employment at any time without Good Cause upon the Company's payment to the Executive for the 30 days' written notice period to the Executive or 30 days' pay in lieu of such notice. Termination is effective 30 days after the date the written notice of termination is provided to the Executive. The Company may, in its sole discretion, place the Executive on paid administrative leave as of any date prior to the end of the 30-day notice period and require that the Executive no longer be present on Company premises. During any period of paid administrative leave, the Executive is not authorized to act or speak as a representative of the Company.
Termination Without Good Cause. Severance Pay. The Company may, by action of the Board, terminate this Agreement without Good Cause upon the payment of the amounts described in this paragraph. If, and only if, the Company terminates this Agreement either (i) in accordance with the notice provision of Section 2, or (ii) at any time during the term of this Agreement without Good Cause, then the Employee shall be entitled to severance pay as determined herein. Employee shall receive the greater of (i) eight (8) months of severance pay, or (ii) one (1) month of severance pay for each month remaining under the initial or any renewal term of the Agreement. One (1) month of severance pay shall equal one month of the Employee’s base salary as in effect on the date of termination. The Company shall pay such severance pay consistent with the Company’s severance policy and practice, as it exists from time to time. All bonuses to which Employee would otherwise be eligible during the year in which an Employee’s employment is terminated shall be pro-rated through the date of termination, regardless of whether such benefit is deemed to accrue or be payable after the date of termination. Moreover, during the stated severance pay period, Employee shall continue to receive the stated benefits as described in Section 4(C), but not any other benefits described in Sections 4(E) or 4(G).
Termination Without Good Cause. (i) If the Employer shall terminate the employment of the Employee Without Good Cause effective on a date earlier than the termination date provided for in Section 2, the Employee shall continue to receive the Base Salary; provided that, notwithstanding such termination of employment, the Employee’s covenants set forth in Section 10 and Section 11 are intended to and shall remain in full force and effect.
(ii) The parties agree that, because there can be no exact measure of the damage that would occur to the Employee as a result of a termination by the Employer of the Employee’s employment Without Good Cause, the payments and benefits paid and provided pursuant to this Section 8(c) shall be deemed to constitute liquidated damages and not a penalty for the Employer’s termination of the Employee’s employment Without Good Cause, and the Employer agrees that the Employee shall not be required to mitigate Employee’s damages; provided, however, if he does mitigate, Employer shall be entitled to an offset against the liquidated damages for all sums received by Employee by virtue of the mitigation.
Termination Without Good Cause. The Executive's employment hereunder and this Agreement may be terminated by either party upon presentation of written notice (in accordance with Section 17) to the other party no less than thirty (30) days' prior to such termination.
Termination Without Good Cause. The Company may, for any or no reason, terminate the employment of the Executive (and the Employment Period) under this Agreement at any time upon not less than thirty (30) days’ prior written notice. In the event the Company does not offer to extend Employment Period beyond the third anniversary of the Effective Date or any Successive Term, then the termination of the Executive’s employment at the end of the Employment Period shall be treated as a termination by the Company without Good Cause for purposes of Section 5.8(h).
Termination Without Good Cause. Employer shall have the right to terminate Employee’s employment without Good Cause. If Employer terminates Employee’s employment without Good Cause:
(a) Employer shall pay Employee his base salary prorated through the date of termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination;
(b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate in effect at the time of termination) plus a pro-rata share of any bonus earned for the year of termination;
(c) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that, in the event Employee’s employment is terminated by Employer without Good Cause, the Granted Stock and Options will continue to vest for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide, subject to approval by the Board, that, notwithstanding any contrary provisions in the Plan, in the event Employee’s employment is terminated by Employer without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement
Termination Without Good Cause. If the Employee's employment with the Employer is terminated by the Employer without good cause or by the Employee pursuant to Section 8(e) or Section 8(f), (i) the Employer shall have the right 180 days after such termination (or, in the case of termination by the Employee pursuant to Section 8(e), upon termination) to redeem from the Employee, and the Employee shall have the obligation to permit the Employer to redeem (a "Call"), all or part of the Employer's common stock owned by the Employee and his "family members" (as defined in the Stockholders Agreement dated as of July , 1999 among the Employer, the Employee and certain other stockholders of the Employer), including all stock the Employee is entitled to purchase under the stock options granted hereunder (collectively, the "Employee Shares"), and (ii) for a period of 60 days from the date of such termination, the Employee shall have the right to require the Employer to redeem, and the Employer shall have the obligation to redeem, subject to the existence of legally available funds therefore (a "Put"), all or part of the Employee Shares. The purchase price of each share of the Employee Shares purchased pursuant to a Put exercised hereunder shall be equal to its Fair Market Value on the date of the Employee's termination. The purchase price of each share of the Employee Shares purchased pursuant to a Call shall be equal to its Fair Market Value on the date the Call is exercised. Notwithstanding the foregoing, any payment in respect of a Put or a Call under this Section 13(a) shall be subject to any covenant restrictions on such payment that might exist in the Employer's credit agreements or indentures as from time to time in effect. If any Put or Call pursuant to this Section 13(a) is prohibited by any covenant restrictions on such payments under the Employer's credit agreements or indentures, the Employer will use all reasonable efforts to obtain a waiver of such covenant restrictions.
Termination Without Good Cause. Parent or the Company may terminate Employee’s employment prior to the Expiration Date at any time, whether or not for Good Cause (as “Good Cause” is defined in Section 11(C) above). In the event Parent or the Company terminates Employee without cause, Parent or the Company will pay Employee a lump sum amount equal to sixty percent (60%) times the Employee’s then current annual salary [to include 60% of the then current base compensation and 60% of the higher of the bonuses paid to Employee during that prior fiscal year or earned in the then current fiscal year to date] at the time of termination. Such severance payment shall be paid within 90 days following the date of Employee’s termination.