Termination Without Just Cause Clause Samples

Termination Without Just Cause. (i) Employer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below), at any time, by giving written notice to Employee of such intent at least 30 days in advance of the effective date of termination; provided, during all that 30 day notice period, Employer, in its sole discretion, may modify, reduce or eliminate Employee’s duties hereunder. (ii) If Employer terminates Employee’s employment hereunder without Just Cause Employer shall continue to pay to Employee his then-current base salary, plus accrued but unpaid vacation time, accrued but unpaid benefits and reimbursement of all unpaid business expenses (in each case, as of the date of termination) (collectively the “Continued Benefits”) for a period of the greater of (a) six months; or (b) the remainder of the Initial Term or Subsequent Term, whichever the case may be (the “Continuation Period”). Employee shall be entitled to continued participation in all medical and disability plans, to the extent such plans are provided by Employer, at the same benefit level at which he was participating on the date of termination of the Employee’s employment until the expiration of the Continuation Period.

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. 10.1 The Employer may terminate this Agreement and the Employee’s employment under this Agreement without Just Cause at any time during the Term. In the event of termination without Just Cause, the Employee will receive four (4) weeks’ written notice for each full year of continuous service, calculated in accordance with section 7 of the Regulation, to a maximum of fifty-two (52) weeks (the “Notice Period”). The parties agree that the start date for determining continuous service is April 29, 2020. 10.2 In lieu of notice, the Employer may, in its sole discretion, pay the Employee an amount equal to the Base Salary for the Notice Period or provide a combination of notice and pay in lieu of notice. 10.3 Where the Employer is providing pay in lieu of notice to the Employee, the Employer will pay an additional amount equal to the cost to the Employer for the benefits the Employee was receiving before termination to a maximum of sixteen (16) percent of the amount paid in lieu of notice in accordance with section 7(2)(b) of the Regulation. 10.4 In exchange for pay in lieu of notice, or any combination of notice and pay in lieu of notice, the Employee agrees to sign a release acceptable to the Employer, upon which the Employee will have no further claim against the Employer for termination whether pursuant to contract, common law, statute, regulation or otherwise. 10.5 The Employee acknowledges and agrees that if, during the Notice Period, the Employee is employed or retained, directly or indirectly, on a fee for service basis by the Crown, a public agency as defined in RABCCA, or an entity where such employment or contractual arrangement is in violation of the Conflicts of Interest Act, then the Employee will repay the Employer forthwith at the completion of the Notice Period a portion of the amount paid pursuant to Clauses 10.2 and 10.3 equal to the gross compensation paid by the Crown, public agency, or other entity during the Notice Period, in addition to any fine imposed or restitution ordered under the Conflicts of Interest Act.

Termination Without Just Cause. Immediately upon the date specified in a written notice of termination without Just Cause from Employer’s Boards of Directors to Executive (termination pursuant to this Section 1.6.6 being referred to herein as termination “Without Just Cause”).

Termination Without Just Cause. (i) Sysorex, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) at any time, by notifying Employee in writing of its decision. (ii) If (a) Sysorex terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

Termination Without Just Cause. The Company may terminate ------------------------------ Executive's employment without Just Cause, in which case the Executive shall receive the amounts that would be paid Executive under Section 5(d) if he had terminated his employment for Good Reason.

Termination Without Just Cause. The Company may terminate the employment of the Executive at any time without Just Cause by providing the Executive with written notice, the Basic Termination Entitlements described in Section 3.2 and the Separation Package described in Section 3.3.

Termination Without Just Cause. If this Agreement and the Executive’s employment is terminated by the Company without Just Cause pursuant to subsection 5.1(e) herein, then the following provisions shall apply:

Termination Without Just Cause. (a) If Company terminates Employee's employment at any time during the term of this Agreement without Just Cause (as Just Cause is defined in Section 13(a) above) or upon expiration of the Basic term or any renewal term, Company shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, an amount based on his Base Salary as of the date of termination, less applicable taxes, as severance pay for the unexpired portion of the Basic Term or any renewal term but not to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claims. (b) From the date of termination until expiration of the Severance Period, and subject to Employee's fulfillment of the obligations set forth in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall pay the cost of continuing Employee's medical, dental, vision, and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided by the preceding sentence shall be secondary and supplemental to any like benefits provided by a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not in default under this Agreement.