Without Justifiable Cause Clause Samples

The "Without Justifiable Cause" clause defines actions or omissions that occur without a valid or legally acceptable reason. In practice, this clause is often used to specify that certain rights or remedies—such as termination of a contract or imposition of penalties—are only triggered if a party acts or fails to act without sufficient justification. For example, if an employee is dismissed without justifiable cause, they may be entitled to compensation or reinstatement. The core function of this clause is to protect parties from arbitrary or unfair treatment by ensuring that significant actions are only taken when there is a legitimate, substantiated reason.
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Without Justifiable Cause. Upon thirty (30) days' prior written notice to Executive, for any reason which would not constitute Justifiable Cause (as hereinafter defined) for such termination. If the Company terminates this Agreement without "Justifiable Cause", the Company shall pay Executive, within thirty (30) days of termination, the greater of: (i) the Base Salary for the remainder of the initial two-year Term or (ii) an amount equal to eight (8) months of Executive's Base Salary in effect at that time. However, if Executive is employed or retained, as an employee, independent contractor, consultant or in any other capacity ("New Employment"), the Company is entitled to a credit or shall be entitled to recover from Executive all sums paid or earned by Executive during this period of time. The Executive must make a good faith effort to find New Employment suitable to, and consistent with, his training, skills, experience and level and mitigate the amount of money to be paid by the Company to Executive under this subsection. or
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Without Justifiable Cause. In the event the Company terminates this Agreement without justifiable cause (as defined in Section 4.b. hereof), the parties hereto agree that damages to the Executive shall be difficult to ascertain in any such event, but in order to limit the liability of the Company the Executive shall be entitled to receive as liquidated damages and not as penalty in any such event the following: (i) the amount of the base salary (excluding bonus) of the Executive remaining due and payable from any such date of termination for a period of twelve (12) months, which amount shall be accelerated and immediately due upon any such termination; (ii) subject to limitations imposed under the applicable option and incentive plans and grants thereunder, any outstanding stock, incentive stock options or equivalents that would have vested in the ordinary course of events until termination plus an additional three months after the date of termination shall be accelerated and vest immediately upon such termination; (iii) any bonus accrued to date pro rata over the course of the year; (iv) all other benefits accruing to the Executive on or prior to the expiration date of this Agreement as provided hereunder.
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Without Justifiable Cause. In the event the Company terminates this Agreement without justifiable cause (as defined in Section 4.b. hereof), the parties hereto agree that damages to the Executive shall be difficult to ascertain in any such event, but in order to limit the liability of the Company the Executive shall be entitled to receive as liquidated damages and not as penalty in any such event the following: (i) the amount of the base salary (excluding bonus) of the Executive remaining due and payable from any such date of termination for a period of twelve (12) months, which amount shall be payable in 24 equal installments over the twelve months from such termination unless the termination without justifiable cause occurs as a result of a change in control of the Company in which case the the amount due to Employee shall become payable immediately; (ii) subject to limitations imposed under the applicable option and incentive plans and grants thereunder, any outstanding stock, incentive stock options or equivalents that would have vested in the ordinary course of events until termination plus an additional three months after the date of termination shall be accelerated and vest immediately upon such
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Related to Without Justifiable Cause

  • Without Just Cause The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service; (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

  • Without Good Reason Subject to the terms of this Agreement, the Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written Notice of Termination to the Company at least 30 days prior to the effective date of termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Executive’s Notice of Termination).

  • Without Cause or With Good Reason If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

  • 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 Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.