Termination Without Severance Clause Samples

Termination Without Severance. Except for the covenants, terms ----------------------------- and conditions contained in Sections 8, 9 and 14 (and, to the extent applicable to said sections, Sections 15 through 19), this Agreement shall be terminated immediately: (a) Upon the death of Employee; or (b) Upon the Total Disability of Employee. Total Disability shall mean any condition of illness or physical or mental incapacity or disability which prevents or appears reasonably likely to prevent Employee from performing the essential functions of his position (as determined by a physician mutually acceptable to Employer and Employee or a necessary representative of Employee), with or without reasonable accommodation, on a full-time basis for ninety (90) consecutive days or ninety (90) days within any one hundred eighty (180) day period; or (c) If Employee is fired with Cause. For purposes of this Agreement, "Cause" shall mean any of the following, as determined by the Board:

Termination Without Severance. If the Executive’s employment is terminated during the term of this Agreement because of the Executive’s death or Disability, or if the Company terminates the employment of the Executive with Cause, then the Company shall have no further obligation to provide the Executive with notice or to make any payments or provide any benefits (except for the continuation of benefits as and to the extent required by law under the Consolidated Budget Reconciliation Act (“COBRA”), or applicable state or Canadian equivalent laws, or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or applicable Canadian equivalent) to the Executive hereunder after the date of termination, except for payments of Base Salary and properly documented expense reimbursement that had accrued but had not been paid prior to the date of such termination, and payments for any accrued but unused vacation time.

Termination Without Severance. The engagement of RFB as General Counsel shall terminate without severance upon RFB's (i) resignation; (ii) death; or (iii) disability which renders him unable to perform his usual and customary duties for a period of 180 consecutive days.

Termination Without Severance. In the event that the Executive’s employment with the Company shall terminate during the Employment Period (a separation from service) on account of: (a) the discharge of the Executive for “Cause”, which, for purposes of this Agreement, shall mean a discharge because: (i) the Executive has intentionally and willfully failed to perform his assigned duties under this Agreement (including failure due to drug or alcohol use but otherwise excluding failure resulting from incapacity due to physical or mental illness) in any material respect and the Executive has not cured such failure within thirty (30) days following written notice thereof from the Company; (ii) the Executive has engaged in illegal conduct in connection with his performance of services for the Company (other than minor traffic infractions or similar conduct); (iii) the Executive has been convicted of, or pleaded guilty or nolo contendere (or similar plea) to, a felony or a crime of moral turpitude; (iv) the Executive has intentionally and willfully violated, in any material respect, any law, rule, regulation, written agreement, Company policy, or final cease-and-desist order with respect to his performance of services for the Company; or (v) the Executive has intentionally and willfully breached in any material respect the material terms of this Agreement and the Executive does not cure such failure within thirty (30) days following written notice thereof from the Company; or (b) the Executive’s voluntary resignation from employment with the Company for reasons other than those specified in Section 5(a)(i); then the Company shall have no further obligations under this Agreement, other than the payment to the Executive of his earned but unpaid salary, accrued but unused vacation, and earned but unpaid bonus compensation, if applicable, as of the date of the termination of his employment with the Company and the provision of such other benefits, if any, to which he is entitled as a former employee under the Company’s employee benefit plans and programs and compensation plans and programs. For purposes of Section 6(a) above, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. In addition, the Company is not required to provide more than one opportunity to cure for the same or similar behavior or conduct.

Termination Without Severance. If the Employment Period shall be terminated by the Company prior to the third anniversary of the Effective Date hereof (a) for Cause, (b) as a result of the Employee's resignation (other than with Good Reason), (c) as a result of the death or permanent disability of the Employee (collectively, a "Justified Termination"), the Employee shall be entitled to receive his Annual Salary through the Termination Date and reimbursement of all reimbursable expenses incurred by the Employee prior to the Termination Date. A termination for Cause shall become effective on the date designated by the Company. In the case of Justified Termination, Employee shall not be eligible to receive, and the Company shall not be required to pay, any Severance Pay pursuant to Section 6.1 hereof.

Termination Without Severance