Termination Without Cause or Termination for Good Reason Clause Samples
The 'Termination Without Cause or Termination for Good Reason' clause allows either party to end an agreement without the need to prove fault or breach, or permits the employee to resign if specific adverse conditions arise. In practice, this clause typically outlines the notice period required, any severance or benefits owed, and the circumstances that qualify as 'good reason,' such as a significant reduction in duties or compensation. Its core function is to provide flexibility and protection for both parties, ensuring that the relationship can be ended fairly if circumstances change or become untenable.
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Termination Without Cause or Termination for Good Reason. In the event (x) the Executive's employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y) the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the Executive shall be entitled to the following benefits:
(i) Base Salary through the date of termination;
(ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination;
(iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination;
(iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination;
(v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms;
(vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and
(vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall pr...
Termination Without Cause or Termination for Good Reason. If the Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c) hereof), the Executive’s Disability (as defined in Section 6(e) hereof), or the Executive’s death, or if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the following sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company, which shall be similar in scope to the Company’s current standard release agreement form attached hereto as Exhibit B, as it may be amended from time to time to reflect changes or expansions of relevant laws and regulations and as reflected in updates to the Company’s standard release agreement form (the “Release”) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(a). Except as expressly provided herein or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive’s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment.
(1) For purposes of this Agreement, the “Accrued Amounts” shall mean the Executive’s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Company.
Termination Without Cause or Termination for Good Reason. In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated during the Performance Period (x) by the Company and such Subsidiaries and such termination is not a Termination for Cause or (y) by you and such termination is a Termination for Good Reason (as each such term is defined in the Severance Agreement between you and the Company or one of its subsidiaries), you shall be deemed to have earned, as of the end of the Performance Period, that number of Performance Units equal to the product of (i) the number of Earned Performance Units that you would have earned in accordance with Section 2 had you remained employed through the end of the Performance Period multiplied by (ii) the Pro-Ration Fraction. Any portion of the Performance Units that cannot become earned and payable in accordance with the preceding sentence shall terminate and automatically be cancelled as of the date of your termination of employment. Any portion of your Performance Units that is eligible to be earned pursuant to the second preceding sentence, but is not earned as of the end of the Performance Period, shall terminate and be canceled upon the expiration of such Performance Period.
Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your terminati...
Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination through the Termination Date; (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of thirty-six (36) times the "Monthly Salary Amount"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, until the expiration of the Employment Term and for twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company (as provided for by Section 4 of this Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.
Termination Without Cause or Termination for Good Reason. Upon seven (7) days prior written notice to the Executive, AAI and the Corporation may terminate the Executive’s employment hereunder without Cause, and upon thirty (30) days notice to AAI and the Corporation, the Executive may terminate his employment hereunder for Good Reason. If AAI and the Corporation terminate the Executive’s employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive from AAI and the Corporation without duplication the following:
(a) a lump sum payment equal in amount to 117% of the sum of (i) the Executive’s Base Salary (as provided for by Section 5.1 of this Agreement), and (ii) the highest of either the 2001 Annual Bonus, 2002 Annual Bonus, or any other annual or incentive bonus awarded to the Executive within five (5) years prior to the Date of Termination; provided, however, if Executive has received a Change in Control Payment under Section 6.6 prior to the Date of Termination under this Section 6.3, then the lump sum payment described immediately above shall not be due;
(b) a lump sum payment of any Base Salary accrued or any 2001 Annual Bonus, 2002 Annual Bonus, and LTIP Award awarded but not yet paid as of the Date of Termination;
(c) a lump sum payment of accrued but unused vacation through the Date of Termination;
(d) reimbursement of all expenses incurred, but not yet paid prior to such termination of employment;
(e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Corporation and AAI, except any other severance benefit of AAI or the Corporation. In the case of termination by Executive for Good Reason pursuant to this Section 6.3, AAI and the Corporation shall be given written notice that the Executive intends to terminate his employment hereunder for Good Reason. Such written notice, given in accordance with Section 6.7 of this Agreement, shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Good Reason. Upon failure of AAI and the Corporation, as fairly and reasonably determined by the Executive, within the thirty (30) day notice period referred to above, to correct such act or failure to act, or if AAI and the Corporation fail to meet with the Executive after being provided an opportunity to do so, the Executive’s...
Termination Without Cause or Termination for Good Reason. If Holder’s employment by, or other relationship with, the Company terminates for any reason other than death, Disability, Retirement or for Cause, or if Holder’s employment by, or other relationship with, the Company is terminated by Holder for “Good Reason,” this Option shall vest in full immediately. Termination for “Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.
Termination Without Cause or Termination for Good Reason. (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.
Termination Without Cause or Termination for Good Reason. If ITG terminates Executive’s employment without Cause pursuant to Section 8.1(B) or if Executive terminates his employment for Good Reason pursuant to Section 8.2, Executive shall receive severance pay equal to (A) two (2) times his Base Salary; (B) two (2) times the average of Executive’s previous three (3) years annual bonus (or if Executive was employed for less than three (3) years, the average of Executive’s bonus during the actual employment term); and (C) medical and dental coverage under the plan(s) in effect under the COBRA eligibility period for Executive and any eligible dependents with the costs absorbed by the Company on a tax protected basis to Executive for the period of time Executive and/or dependents(s) remain eligible for COBRA but not to exceed two (2) years from the Termination Date. Said severance shall be in such installments established by ITG for all salaried employees and bonus payments shall be paid at the same time bonus payments are made for all plan participants. Executive agrees that he shall not be entitled to any additional compensation or benefits other than what is set out in this Section 9.4. Executive and ITG agree that the receipt of severance benefits as defined in this Section 9.4 are conditioned upon and subject to Executive and ITG executing a valid mutual release agreement releasing any and all claims which either of them have or may have against the other arising out of Executive’s employment (other than enforcement of this Agreement).
Termination Without Cause or Termination for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either case, the Company shall pay at the time of termination to compensation equal to an amount of three years Base Salary under this Agreement and all of Executive’s remaining unvested options, restricted stock and restricted stock units, if any, shall vest immediately upon such termination. The term Good Reason shall mean (i) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and shall no longer possess substantially all of the authority set forth in Section 3; (ii) the Company materially breaches this Agreement; or (iii) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group (required to file a Schedule 13D or 13G with the SEC) the beneficial owner of 30% or more of the Company’s common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason.