Common use of The Company’s Right To Terminate Clause in Contracts

The Company’s Right To Terminate. The Company may terminate this Agreement at any time with or without notice. If the Company terminates this Agreement without “Cause” (as defined below), the Company shall pay Employee six months (the “Severance Period”) of severance at Employee’s then-current salary rate, less applicable taxes and withholdings. The payments, which shall be contingent upon a full release of claims against the Company, shall be made according to Employer’s current pay schedule and shall continue until expiration of the Severance Period, unless Employer has a reasonable basis to believe that there has been a breach of any provision of this Agreement. Notwithstanding this provision, the Company may at any time terminate Employee immediately without severance pay for “Cause,” which shall include: (i) deceit, dishonesty or wrongful appropriation for personal use or benefit of Company property or money; (ii) continued disregard of directions by senior management of the Company after notice or Employee’s insubordination to Employee’s supervisors; (iii) continued violations or a material violation of Company policies or procedures after notice or Employee’s refusal, after notice, to comply with the Company’s standards of good taste; (iv) excessive unexcused absences from work; (v) breach by Employee of this Agreement; (vi) inattention to or sub-performance of Employee’s duties or obligations as defined in this Agreement; (vii) assault or battery; (viii) willful misconduct; (ix) conduct involving moral turpitude, including an arrest or conviction of Employee or a no-contest plea by Employee for a crime of moral turpitude or a felony, or Employee’s guilty plea to a lesser-included offense or crime in exchange for withdrawal of a felony indictment, felony charge by information, or a charged crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state within the United States, or any crime that reflects adversely upon Employee or Employee’s character; (x) any action or conduct by Employee that causes public discredit to Employee or to the Company or may be reasonably likely to jeopardize a FCC license of any broadcast station owned by the Company; and/or (xi) violation of any FCC rule or regulation, or any state or federal law. Aside from the provisions in this paragraph, the Company shall have no further obligations to Employee after termination.

Appears in 2 contracts

Samples: Employment Agreement Senior Vice President (Cumulus Media Inc), Employment Agreement Senior Vice President (Cumulus Media Inc)

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The Company’s Right To Terminate. 5.2.1 The Company may terminate this Agreement without Cause, for any reason or for no reason, at any time with or time. In the event of such without notice. If the Company terminates this Agreement without “Cause” (as defined below)Cause termination, the Company shall (A) continue to pay to Employee wages at Employee’s then Base Salary rate for a period of six (6) months after such termination (the “Severance Period”), and (B) make cash payments to Executive during the Severance Period (in substantially equal installments) totaling to the target amounts described in Sections 4.2.2 and 4.2.3 above (such payments, together with any payments made by the Company to Executive pursuant to subsection (A) above, is referred to herein collectively as the “Severance”. The payment of severance at any Severance (and the reimbursement/payment of COBRA expenses described below) shall be conditioned on Executive’s execution of a release, non-disparagement and confidentiality agreement in favor of the Company and Executive’s continued compliance with the terms of this Agreement, including any of Executive’s post-termination obligations. The release will be provided to you within five (5) business days after the date of termination. For the avoidance of any doubt, the release will not apply to Employee’s then-current salary raterights hereunder that are intended to survive termination of employment in accordance with Section 22 below, her rights under any equity award agreement pursuant to its terms, and her vested rights to retirement plans. In addition, any Severance payments made to Executive hereunder shall be less applicable taxes and withholdings. The paymentswithholding and, which shall be contingent upon a full release of claims against the Companysubject to Section 20, shall be made according to Employerpaid in accordance with Company’s current pay normal payroll schedule and shall continue until expiration will commence within 30 days of the effectiveness of the release with the first payment to include any payments that were delayed since the release was not effective on the date of termination. During the Severance Period, unless Employer has a reasonable basis to believe that there has been a breach of any provision of this Agreement. Notwithstanding this provision, the Company may at any time terminate Employee immediately without severance pay for “Cause,” which shall include: (i) deceit, dishonesty or wrongful appropriation for personal use or benefit of Company property or money; (ii) continued disregard of directions by senior management of the Company after notice or Employee’s insubordination to Employee’s supervisors; (iii) continued violations or a material violation of Company policies or procedures after notice or Employee’s refusal, after notice, to comply with the Company’s standards of good taste; (iv) excessive unexcused absences from work; (v) breach by Employee of this Agreement; (vi) inattention to or sub-performance of Employee’s duties or obligations as defined in this Agreement; (vii) assault or battery; (viii) willful misconduct; (ix) conduct involving moral turpitude, including an arrest or conviction of Employee or a no-contest plea by Employee for a crime of moral turpitude or a felony, or Employee’s guilty plea to a lesser-included offense or crime in exchange for withdrawal of a felony indictment, felony charge by information, or a charged crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state within the United States, or any crime that reflects adversely upon Employee or Employee’s character; (x) any action or conduct by Employee that causes public discredit to Employee or to the Company or may be reasonably likely to jeopardize a FCC license of any broadcast station owned by the Company; and/or (xi) violation of any FCC rule or regulation, or any state or federal law. Aside from the provisions in this paragraph, the Company shall have no further obligations reimburse Executive for any amounts paid by Executive to Employee after terminationmaintain Executive’s continuing coverage under COBRA, provided that Executive properly elects such coverage, remains eligible therefor under COBRA and makes timely premium payments related thereto. Reimbursement of such amounts will be made on a monthly basis upon provision of Executive to Company of documentation reasonably requested by Company confirming Executive’s payment of such amounts. Moreover, the parties acknowledge and agree that Severance also will be paid, together with the reimbursement of COBRA premium payments will be payable as described above, in the event of a non-renewal of this Agreement by Company pursuant to Section 3 above.

Appears in 1 contract

Samples: Employment Agreement (Cumulus Media Inc)

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The Company’s Right To Terminate. The Company may terminate this Agreement for any reason or no reason at any time with or time, such termination being a termination “without notice. If the Company terminates this Agreement without “Cause” (as defined below), the Company shall pay Employee six months (the “Severance Period) of severance at Employee’s then-current salary rate, less applicable taxes and withholdings. The payments, which shall be contingent upon a full release of claims against the Company, shall be made according to Employer’s current pay schedule and shall continue until expiration of the Severance Period, unless Employer has a reasonable basis to believe that there has been a breach of any provision of this Agreement. Notwithstanding this provision, the Company also may at any time terminate Employee immediately without severance pay Executive’s employment for “Cause,” which shall include: (i) deceit, dishonesty or wrongful appropriation for personal use or benefit of Company property or money; (ii) continued disregard of directions by senior management of the Company after notice or EmployeeExecutive’s insubordination to EmployeeExecutive’s supervisors; (iii) continued violations of Company policies or procedures after notice, a material violation of Company policies or procedures after notice procedures, or EmployeeExecutive’s refusal, after notice, to comply with the Company’s standards of good taste; (iv) excessive unexcused absences from workwork after notice; (v) breach by Employee Executive of this Agreement; (vi) inattention to or sub-performance of Employee’s duties or obligations as defined in this Agreement; (vii) assault or battery; (viii) willful misconduct; (ixvii) conduct involving moral turpitude, including an arrest or conviction of Employee Executive or a no-contest plea by Employee Executive for a crime of moral turpitude or a felony, or EmployeeExecutive’s guilty plea to a lesser-included offense or crime in exchange for withdrawal of a felony indictment, felony charge by information, or a charged crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state within the United States, or any crime that reflects adversely upon Employee Executive or EmployeeExecutive’s character; (xviii) any action or conduct by Employee Executive that causes public discredit to Employee Executive or to the Company or may be reasonably likely to jeopardize a FCC license of any broadcast station owned by the Company; and/or (xiix) violation of any FCC rule or regulation, or any state or federal law. Aside , provided that such violation does not result from the provisions in this paragraph, the Company shall have no further obligations to Employee after terminationExecutive’s reliance on advice of counsel.

Appears in 1 contract

Samples: Employment Agreement (Cumulus Media Inc)

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