Without Just Cause; Constructive Discharge Clause Samples
The "Without Just Cause; Constructive Discharge" clause defines the circumstances under which an employee's resignation is treated as a termination by the employer, even if the employee technically resigns. It typically applies when an employer creates intolerable working conditions or makes significant negative changes to employment terms, effectively forcing the employee to quit. This clause ensures that employees who are compelled to resign due to the employer's actions are entitled to the same rights and benefits as if they had been terminated without just cause, thereby protecting employees from indirect or unfair dismissal.
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period.
(2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employ...
Without Just Cause; Constructive Discharge. (1) The ------------------------------------------ Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination.
(2) The Employee may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under an...
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Executive, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the Expiration Date, plus said salary for an additional 12-month period, and (ii) at the Executive's election either (A) cash in an amount equal to the Present Value of the cost to the Executive of obtaining all health, life, disability and other benefits which the Executive would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive shall be paid, at the option of the Executive, either in periodic payments through the Expiration Date, or in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments).
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and
(ii) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment. All amounts payable to the Employee shall be paid, at the option of the Employee, in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. (1) The Boards of Directors of the Bank and the Company may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period in which event the benefits and compensation provided for in Section 12 shall apply): (I) the salary provided pursuant to Section 3 hereof, up to the later of the expiration date of this Agreement (including any renewal term) of this Agreement and the date that is 12 months after the employee's last day of employment, and (ii) long-term disability and such medical benefits as are available to the Employee under the provisions of COBRA for eighteen (18) months. All amounts payable to the Employee shall be paid in one lump sum within ten (10) days of such termination.
(2) The Employee shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof in the event that the Employee voluntarily terminates employment within 90 days of an event that constitutes Good Reason (unless such voluntary termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply).
Without Just Cause; Constructive Discharge. The President and Chief Executive Officer or the Boards of Directors of the Bank or the Company may, by written notice to the Executive, terminate the Executive’s at-will employment relationship at any time for any reason or no reason. Termination of employment of the Executive by one entity, whether by the Bank or the Company, shall also constitute simultaneous termination of employment by the other entity and all related subsidiaries and affiliates thereof.
(1) Upon termination of Executive’s employment for any reasons other than Just Cause, by the President and Chief Executive Officer or the Boards of Directors of the Bank or the Company, the Executive shall be entitled to receive the following compensation and benefits: (i) a lump sum payment equal to his Base Salary then in effect that would be payable for a period of one year thereafter, plus (ii) payment of any unpaid stay bonus, as described in Section 4(ii). All amounts payable to the Executive in accordance with Section 10(d)(1)(i) and (ii) shall be paid in one lump sum within ten (10) days of such date of termination of employment. Notwithstanding anything herein to the contrary, in the event of the termination of employment of the Executive by the Bank or the Company for any reasons other than Just Cause during the Protected Period, severance benefits will be determined in accordance with Section 13 hereinafter plus any unpaid stay bonus amounts detailed at Section 10(d)(1)(ii) above. Notwithstanding the foregoing, in the event that the Bank or the Company shall terminate the employment of the Executive upon a determination by its Board of Directors that such termination of employment is as a result of Just Cause, then no such payments will be due and payable to the Executive in accordance with this Section 10(d)(1) or Section 13.
(2) The Executive shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof in the event that the Executive voluntarily terminates employment within 90 days of an event that constitutes Good Reason which remains uncured during the Cure Period by the Bank and/or the Company following such written notice furnished by the Executive (unless such Good Reason termination occurs during the Protected Period, in which event the payment provided for at Section 13(b) shall be made in lieu of the payment provided for at Section 10(d)(1)(i)).
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply). All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments, through the Expiration Date, or (II) in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), and (ii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination.
(2) The Employee shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof in the event that the Employee voluntarily terminates employment within 90 days of an event that constitutes Good Reason, (unless such voluntary termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply).
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of termination of the term as provided in Section 5 hereof of this Agreement (the "Expiration Date"), and (ii) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to quality for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within 10 days of such termination.
(2) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (d)(1)(i)and (ii) hereof exceeds the limitation on severance benefits that is set forth in Regulation Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date.
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate her employment at any time for a reason other than her Disability or Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination.