Without Cause; Good Reason Clause Samples
The "Without Cause; Good Reason" clause defines the circumstances under which an employment agreement can be terminated by either party without the need to prove misconduct or fault. Typically, this clause allows an employer to end the employment relationship without citing a specific reason, while also permitting the employee to resign for reasons that are considered "good reason," such as a significant reduction in salary or a material change in job duties. Its core practical function is to provide flexibility for both parties to exit the agreement under predefined conditions, while also protecting the employee from adverse changes to their employment terms.
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Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the following:
(i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment;
(ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and
(iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termi...
Without Cause; Good Reason. (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination to the Executive.
(ii) The Executive may terminate his employment hereunder, with or without Good Reason (as defined below), by giving written Notice of Termination to the Company.
(iii) For the purposes of this Agreement, the Executive shall have “Good Reason” to terminate his employment hereunder upon the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any reductions in incentive or equity compensation opportunity caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or following a Change in Control, the board of the ultimate parent company of the Company; provided, the Executive shall have Good Reason under this Agreement only if the Executive provides the Company notice of a condition described in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and termination of employment by the Executive for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expired.
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇,
(▇) A lump sum payment equal to two times his Base Salary in effect at the date of termination, less applicable withholding.
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage.
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/36th the number of option shares multiplied by the number of full months of Employee’s employment hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and shall not be exercisable by the Employee.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y...
Without Cause; Good Reason. (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination (as defined in Section 5(e)) to the Executive.
(ii) The Executive may terminate his employment hereunder, by giving written Notice of Termination to the Company. For the purposes of this Agreement, the Executive shall have “Good Reason” to terminate his employment hereunder upon (a) a substantial reduction in the Executive’s aggregate Base Salary and annual incentive compensation taken as a whole, excluding any reductions caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company, or (b) the Company’s failure to make payments of Base Pay and incentive compensation, but only upon notice of such failure given by the Executive within ninety (90) days of the initial existence of the failure and the subsequent failure of the Company to cure the non-payment within thirty (30) days of such notice.
Without Cause; Good Reason. (i) The Company may terminate the Executive's employment hereunder without Cause, by giving written Notice of termination to the Executive.
(ii) The Executive may terminate his employment hereunder, by giving written Notice of Termination to the Company. For the purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment hereunder upon (and without the written consent of the Executive)
(a) a reduction in the Executive's base salary or benefits received from the Company, other than in connection with an across-the-board reduction in salaries and/or benefits for similarly situated employees of the Company or pursuant to the Company's standard retirement policy; or (b) the relocation of the Executive's full-time office to a location greater than fifty (50) miles from the Company's current corporate office; or (c) a material breach by the Company of this Agreement.
Without Cause; Good Reason. Except as set forth in Sections 7(b) and 7(c) below, if, during the term of this Agreement, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate employment for Good Reason, the Company will pay to the Executive in a lump sum within thirty (30) days after the termination of employment the sum of the Executive's annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive's annual base salary for a period of eighteen (18) months from the date of termination of employment. The Company shall also maintain in full force and effect for the Executive's continued benefit, until eighteen (18) months from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive until eighteen months from the date of termination of employment is not feasible, the Company shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for eighteen months. In addition, stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company's Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option.
Without Cause; Good Reason. Subject to Section 6(e) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c):
(i) If such termination occurs during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the greater of (1) the value of Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date, or (2) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date.
(ii) If such termination does not occur during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Severance Payment”) in an amount equal to the greater of (A) the Change in Control Severance Payment, or (B) the sum of (1) the value of the Base Salary, as currently in effect, the Employee would have received under this Agreement for the time period beginning on the Termination Date and ending on the last date of the then-existing Initial Term or Renewal Term and (2) the greater if (i) the value Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (ii) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date.
Without Cause; Good Reason. If, during the Employment Period, -------------------------- the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any compensation provided for under this Agreement except as set forth in the following sentence. For the remainder of the Employment
(A) an amount equal to one hundred and fifty percent (150%) of his Annual Base Salary and (B) an amount equal to seventy-five percent (75%) of the Executive's Imputed Annual Bonuses and (ii) shall continue during the unexpired portion of the Employment Period the welfare benefits set forth in Section 3 (in the same manner as specified herein); provided that (x) if any -------- such benefits cannot be provided under the terms of the applicable plans or applicable law, the Company shall provide the Executive with substitute benefits that are comparable and equal in value to such benefits, and (y) during any period when the Executive is eligible to receive any such benefits under another employer-provided plan, the benefits provided by the Company under this paragraph may be secondary to those provided under such other plan. As used herein, "Imputed Annual Bonuses" shall mean the "target" bonuses or similar amounts under any Company bonus plan then in effect approved by the Board that the Executive would have received had he not been terminated.
Without Cause; Good Reason. In the event of termination of the -------------------------- Executive's employment hereunder by the Company without Cause (other than upon death or disability) or by the Executive for Good Reason, the Executive shall be entitled to the following severance pay and benefits: (i) severance payments in the form of continuation of the Executive's base salary as in effect immediately prior to such termination over the then-remaining current term hereof (the "Severance Period");
Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the following:
(i) payment in a lump sum within thirty (30) days after the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of 18 months from the date of termination of employment;
(ii) continuation for 18 months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible, the Company shall pay the Executive a lump sum equal to the estimated cost of the expected Company contribution therefor for 18 months or, if a lump sum payment is not permitted under any applicable payment restriction of Section 409A of the Code, the Company shall pay the Executive in periodic payments when the cost of the Company contribution for such coverage would otherwise be paid the cost therefor for 18 months; and
(iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employmen...