Termination Without Cause or Resignation For Good Reason in Absence of Change in Control Clause Samples
This clause defines the rights and procedures for ending an employment relationship either by the employer without cause or by the employee for good reason, specifically when there has not been a change in control of the company. It typically outlines what constitutes 'good reason' for resignation, such as a significant reduction in duties or compensation, and details the notice requirements and severance entitlements for both parties. The core function of this clause is to provide a fair and predictable framework for separation in ordinary business circumstances, protecting both the employer and employee from uncertainty or unfair treatment when the employment ends outside of a corporate takeover or merger.
Termination Without Cause or Resignation For Good Reason in Absence of Change in Control. Company may terminate Executive’s employment at any time without Cause upon 30 days prior written notice to Executive. Upon Executive’s involuntary termination of employment by the Company without Cause outside of a Change in Control Period (as defined in subsection (c) below), or Executive’s resignation for Good Reason outside of a Change in Control Period, the Term shall end and, in addition to the Accrued Obligations, Executive shall be entitled to receive a lump sum severance payment in an amount equal to (x) two (2) times (y) the sum of (i) Executive’s then in effect Base Salary, plus (ii) Executive’s Bonus Amount (defined below). In addition, the Initial Equity Grant shall fully and immediately vest. Except for the Initial Equity Grant, any unvested equity grants shall be forfeited as of the date of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For the avoidance of doubt, the nonextension of the Term by the Company pursuant to Section 1 shall not be treated as a termination without Cause hereunder.
Termination Without Cause or Resignation For Good Reason in Absence of Change in Control. Company may terminate Executive’s employment at any time without Cause upon 90 days prior written notice to Executive. Upon Executive’s involuntary termination of employment by the Company without Cause outside of a Change in Control Period (as defined in subsection (c) below), or Executive’s resignation for Good Reason outside of a Change in Control Period, the Term shall end and, in addition to the Accrued Obligations, Executive shall be entitled to receive a lump sum severance payment in an amount equal to the sum of Executive’s then in effect Base Salary. Any unvested equity grants shall be forfeited as of the date of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For the avoidance of doubt, the nonextension of the Term by the Company pursuant to Section 1 shall not be treated as a termination without Cause hereunder.