Termination and Severance Sample Clauses
The 'Termination and Severance' clause defines the conditions under which an employment or contractual relationship may be ended and outlines the compensation or benefits an individual is entitled to upon termination. Typically, this clause specifies the notice period required, the reasons that justify termination (such as cause or redundancy), and the calculation or provision of severance pay or benefits. Its core practical function is to provide clarity and fairness for both parties by setting expectations for how and when the relationship can be ended and what financial or legal obligations arise as a result.
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Termination and Severance. If (a) XRS or its successor terminates Employee's employment for any reason other than for Cause, whether or not a Change of Control has occurred, or (b) Employee terminates employment for Good Reason within six-months following a Change of Control, XRS or its successor entity shall:
(i) pay Employee as severance either (I) Employee’s monthly base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period;
(ii) reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and
(iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a por...
Termination and Severance. (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior written notice by the Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause").
(ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason.
(iii) Automatically in the event of (A) your death or (B) your inability to perform the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of six (6) months or longer. The reasoned and good faith judgment of the Board as to your mental or physical inability to perform shall be final so long as such judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause").
(v) Immediately upon written notice by you if such termination is for Good Reason.
(vi) At any time by mutual written agreement between you and the Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Company shall cease upon such termination, except the Company's obligations to (i) pay the compensation set forth in Section 2 hereof through the date of such termination, (ii) provide the benefits set forth in Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination.
(c) In the event that your employment is terminated for Good Reason or as a result of a Termination Without Cause, you shall be entitled to receive an amount equal to twelve (12) months severance pay at the monthly rate of your then-current base s...
Termination and Severance. Notwithstanding the provisions of Section 2 of this Agreement, the Executive's employment hereunder may terminate under the following circumstances:
Termination and Severance. (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability.
(b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following:
(1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause.
(2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause.
(3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.
Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:
Termination and Severance. (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement.
(b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its business.
(d) Termination of this Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement.
(e) In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, if the Company, with or without cause, terminates my employment or gives me notice of termination, or if I terminate my employment or give notice of termination by reason of a material breach by the Company of the terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), at any time during the twelve-month period following a Change of Control (as hereinafter defined), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom.
(g) For purposes of this A...
Termination and Severance. The Employment Period shall terminate on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Period. For purpose of this agreement, "Cause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation of the Company, (iii) your material breach of this agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury...
Termination and Severance. A. As used in this Section 5:
Termination and Severance. As discussed above, the Company shall be entitled to terminate Executive at any time and for any reason, and Executive shall be entitled to resign at any time and for any reason. Executive may, however, be entitled to receive certain severance benefits in connection with his separation from employment under the Company’s Change of Control and Severance Policy (the “Severance Policy”). Any such severance, if applicable, will be subject to the terms and conditions of the Severance Policy, as may be amended or modified from time to time.
Termination and Severance. The following provisions shall apply to the District's termination of Employee:
A. The District shall have the right to terminate this Agreement at any time with or without cause. Termination shall require a vote of the District Board of Directors as set forth in the Public Resources Code of the State of California, and a thirty (30) day written notice to the Employee.
B. Except as provided in Section 3C below, in the event that the District terminates this Agreement as provided in Section 3A above, the District shall pay the Employee six (6) months current salary in six (6) consecutive monthly installments, consistent with normal District payroll practices, with all appropriate payroll deductions taken. Accrued vacation, holidays and other accrued time shall be paid on the termination date. Employee shall be entitled to continued health insurance benefits in accordance with applicable law, at Employee's expense, and shall also be entitled to any retiree medical benefits as they apply to other full-time management positions. Payment in accordance with this Section 3B will release the District from any further obligation under this Agreement. Should the Employee subsequently be convicted of any crime, such as fraud, he will forfeit any funds paid pursuant to this provision and reimburse the District all such funds received.
C. In the event that the Employee: (1) materially breaches this Agreement and fails or is unavailable to cure the breath within 15 days' notice given by District; (2) is convicted of a felony, or misdemeanor involving moral turpitude; (3) fails to perform his duties to the extent that it is established that such failure of his performance amounts to malfeasance or material dereliction of duty; or (4) fails or refuses to follow a direct, lawful order by the District, then District may immediately terminate this Agreement without obligation to pay any severance payments to Employee pursuant to Section 3B.
D. The Employee shall not be removed during the One hundred and twenty (120) day period preceding or following any District election for membership on the District Board of Directors, or during the 90-day period following any change in membership of the District Board of Directors, except upon four-fifths vote of the District Board of Directors.
E. Given the at-will nature of the position of District Administrator, an important element of the Employment Agreement pertains to termination. It is in both the District’s interest and that of t...