Termination; Termination Payments Clause Samples
The 'Termination; Termination Payments' clause defines the conditions under which a contract may be ended before its natural expiration and outlines the financial obligations that arise upon such termination. Typically, this clause specifies the events or breaches that can trigger termination, the notice requirements, and the calculation or payment of any amounts due, such as outstanding fees, penalties, or compensation for work performed up to the termination date. Its core practical function is to provide a clear process for ending the contractual relationship and to ensure that both parties understand their financial responsibilities if the contract is terminated early, thereby reducing disputes and uncertainty.
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall terminate on the first anniversary of the Effective Date.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution and delivery of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times Employee’s Base Salary.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 5(b) of this Agreement, but the terms and conditions of paragraph 5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and b...
Termination; Termination Payments
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on the third anniversary of the Effective Date, except that beginning on such third anniversary and each anniversary thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employoee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to (A) one (1) times Employee’s Base Salary and (B) Employee’s “Pro-Rated Annual Bonus”, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date. For purposes of this Agreement, the “Pro-Rated Annual Bonus” shall be an amount equal to the target level of Employee’s Annual Bonus for the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days of the Employee’s employment since the beginning of such fiscal year and the denominator of which is 365.
Termination; Termination Payments