Other than for Cause Sample Clauses
The 'Other than for Cause' clause defines the circumstances under which a party, typically an employer, may terminate an agreement or relationship without the other party having committed any misconduct or breach. In practice, this means that an employee or contractor can be let go for reasons unrelated to their performance or behavior, such as organizational restructuring or budget cuts. The core function of this clause is to provide flexibility for one party to end the relationship without needing to prove fault, while often triggering specific notice or severance obligations to protect the affected party.
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Other than for Cause. The Company may terminate the Executive's employment hereunder other than for Cause at any time upon written notice to the Executive.
Other than for Cause. The Company may, at any time, at its option, terminate the employment of the Executive other than for cause, death or disability, in which event the Company shall pay to Executive in a lump sum, within ninety (90) days of such termination, an amount equal to one (1) times Executive’s Salary (or Executive’s Salary plus target Bonus in the event of termination other than for cause, death or disability within one year following a Change in Control), at the rate in effect on the date of his termination, subject to execution of the release referred to in Section 4.6 below and the expiration of all revocation periods under applicable law with respect to such release (and subject to continued compliance by the Executive with ARTICLE V). This amount shall be in lieu of and shall be reduced by any termination or severance pay representing Salary or Bonus which is payable to Executive under any Proprietary Matters Agreement, offer of employment letter or other agreement with the Company or any of its affiliates.
Other than for Cause. If Employee's employment shall be terminated by the Company other than for Cause, Retirement, death or Disability, prior to a change in control of the Company or potential change in control of the Company as defined in the Severance Agreement referred to in Section 4.7, then Employee shall be entitled to the payments provided below:
Other than for Cause. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, death or Disability:
(i) the Company will pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, or in the case of a Prorated Bonus Payment (as defined below) within 30 days after the prorated bonus can be calculated by the Company, or, if later, as provided in Section 8 below, the aggregate of the following amounts:
A. the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unused paid time off pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) but have not been reimbursed by the Company as of the Date of Termination, subject to the deadline for payment set forth in Section 2(b)(v), and (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid) (collectively, the “Obligations”); and
B. for the calendar year in which the Date of Termination occurs, payment of a prorated portion of the Executive’s Annual Bonus (the “Prorated Bonus Payment”); the Prorated Bonus Payment will be calculated at target if the Date of Termination occurs prior to the end of the first fiscal quarter; the Prorated Bonus Payment will be adjusted for actual Company performance under the then current Company bonus plan through the fiscal quarter preceding the Date of Termination if the Date of Termination occurs after the first fiscal quarter; the plan formula will be used to complete the calculation of the projected Annual Bonus amount, and then that amount will be multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365) to determine the Prorated Bonus Payment, if any; and
C. if the Date of Termination occurs on or before December 31, 2009, the amount equal to the product of (x) two and (y) the Executive’s Base Salary. If the Date of Termination occurs after December 31, 2009, the amount equal to the product of (x) 1.5 and (y) the Executive’s Base Salary; and
(ii) if the Date of Termination occurs on or before December 31, 2009, for two years after the Executive’s Date of Termination, the Company will continue medical and life insurance benefit...
Other than for Cause. The Company shall have the right to terminate the Executive’s employment during the Employment Period for any reason not described in Section 6(a) or (b) above upon thirty (30) days’ prior written notice to the Executive and such termination shall be referred to herein as a termination “Other Than For Cause.” The Executive’s employment shall be deemed to have been terminated following a Change of Control by the Company Other Than For Cause if (i) the Executive resigns following a request by the Company to terminate the Executive’s employment on or after a Change of Control, or (ii) the Company terminates the Executive’s employment Other Than For Cause within the ninety (90) day period immediately prior to the execution of a definitive agreement the consummation of which actually results in such Change of Control.
Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause (other than a termination upon a Change in Control or during the Change in Control Period (each, as defined below), in each case, which shall be subject to Section 5(c) below):
(i) the Company shall pay to the Executive in a lump sum in cash the following amounts: the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unused PTO paid out at the per-business- day Annual Base Salary rate, (3) any additional vested benefits in accordance with the applicable terms of applicable Company arrangements, and (4) any unreimbursed expenses in accordance with Section 2(b)(v) (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and
(ii) subject, in each case, to Sections 11, 12 and 13 hereof and the Executive’s continued compliance with the covenants and obligations set forth in the Invention and Non-Disclosure Agreement attached hereto as Exhibit A, and the Non-Compete Agreement attached hereto as Exhibit B, the Company shall provide the Executive with:
A. payment equal to the product of (x) two, multiplied by (y) the Executive’s Annual Base Salary, payable ratably over the 24-month period following the Date of Termination (the “Severance Period”);
B. subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a lump sum cash payment in an amount equal to the employer portion of the costs of continued health benefits for the Executive and his covered dependents (based on the level of coverage in effect as of the Date of Termination) (the “Health Benefits Payment”) for the 24-month period following the Date of Termination; provided, that if the Company’s provision of the Health Benefits Payment to the Executive under this Section 4(a)(i)(B) would violate the nondiscrimination rules applicable to health plans or self-insured plans under Section 105(h) of the Code, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the parties agree to reform this Section 4(a)(i)(B) in a manner as is necessary to comply with the PPACA and the Code; provided, further, that nothing herein provided shall be constru...
Other than for Cause. If, during the Term, the Company shall terminate the Executive's employment other than for Cause:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid annual bonus ("Annual Bonus") respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus (hereinafter defined) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the "Accrued Obligations"). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive. The term "
Other than for Cause. Executive's employment may be terminated at any time other than For Cause upon a majority vote of the Board, with Executive abstaining, in which case the duties of the Company and Executive, one to the other, under this Agreement shall terminate as of the date of Executive's termination of employment, subject to the Company providing the severance payments and other benefits, specified in Section 7 below. Any termination of Executive's employment by the Company shall be communicated by written notice of termination to the other party hereto, which shall set forth the reason if determined For Cause, the effective date and time of termination, and any other relevant data. If Disabled, the Company shall not terminate Executive because of a disability.
Other than for Cause. If the Executive's employment shall be -------------------- terminated by the Company other than (i) for Cause or (ii) upon death or disability, the Executive shall be paid the Executive's Annual Base Salary plus the average prorata bonus payable pursuant to Paragraph 3(b) through the Date of Termination. In addition, the Company will pay to the Executive 2.99 times the Executive's Total Compensation for the immediately preceding twelve-month period. The aforesaid amount shall be payable, at the option of the Executive, either (i) in full immediately upon such termination or (ii) semi-monthly over the remainder of the Employment Period. In addition, the Executive shall be entitled, at the option of the Executive, (i) to exercise any options to purchase Shares granted to the Executive, whether or not then vested, in accordance with the terms of the applicable share option agreement or plan, or (ii) to retain any Shares awarded to the Executive whether or not vested on the Date of Termination.
Other than for Cause. The Company may terminate Employee's employment at any time other than for "Cause" (as defined in Section 4(C)(ii) below) and without notice. If the Employee is terminated by the Company other than for Cause, the Company shall pay the Employee the severance compensation set forth in Section 5(C) below.