Without Justifiable Cause Clause Samples
The "Without Justifiable Cause" clause defines actions or omissions that occur without a valid or legally acceptable reason. In practice, this clause is often used to specify that certain rights or remedies—such as termination of a contract or imposition of penalties—are only triggered if a party acts or fails to act without sufficient justification. For example, if an employee is dismissed without justifiable cause, they may be entitled to compensation or reinstatement. The core function of this clause is to protect parties from arbitrary or unfair treatment by ensuring that significant actions are only taken when there is a legitimate, substantiated reason.
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Without Justifiable Cause. Upon thirty (30) days' prior written notice to Executive, for any reason which would not constitute Justifiable Cause (as hereinafter defined) for such termination. If the Company terminates this Agreement without "Justifiable Cause", the Company shall pay Executive, within thirty (30) days of termination, the greater of: (i) the Base Salary for the remainder of the initial two-year Term or (ii) an amount equal to eight (8) months of Executive's Base Salary in effect at that time. However, if Executive is employed or retained, as an employee, independent contractor, consultant or in any other capacity ("New Employment"), the Company is entitled to a credit or shall be entitled to recover from Executive all sums paid or earned by Executive during this period of time. The Executive must make a good faith effort to find New Employment suitable to, and consistent with, his training, skills, experience and level and mitigate the amount of money to be paid by the Company to Executive under this subsection. or
Without Justifiable Cause. In the event the Company terminates this Agreement without justifiable cause (as defined in Section 4.b. hereof), the parties hereto agree that damages to the Executive shall be difficult to ascertain in any such event, but in order to limit the liability of the Company the Executive shall be entitled to receive as liquidated damages and not as penalty in any such event the following: (i) the amount of the base salary (excluding bonus) of the Executive remaining due and payable from any such date of termination for a period of twelve (12) months, which amount shall be accelerated and immediately due upon any such termination; (ii) subject to limitations imposed under the applicable option and incentive plans and grants thereunder, any outstanding stock, incentive stock options or equivalents that would have vested in the ordinary course of events until termination plus an additional three months after the date of termination shall be accelerated and vest immediately upon such termination; (iii) any bonus accrued to date pro rata over the course of the year; (iv) all other benefits accruing to the Executive on or prior to the expiration date of this Agreement as provided hereunder.
Without Justifiable Cause. In the event the Company terminates this Agreement without justifiable cause (as defined in Section 4.b. hereof), the parties hereto agree that damages to the Executive shall be difficult to ascertain in any such event, but in order to limit the liability of the Company the Executive shall be entitled to receive as liquidated damages and not as penalty in any such event the following: (i) the amount of the base salary (excluding bonus) of the Executive remaining due and payable from any such date of termination for a period of twelve (12) months, which amount shall be payable in 24 equal installments over the twelve months from such termination unless the termination without justifiable cause occurs as a result of a change in control of the Company in which case the the amount due to Employee shall become payable immediately; (ii) subject to limitations imposed under the applicable option and incentive plans and grants thereunder, any outstanding stock, incentive stock options or equivalents that would have vested in the ordinary course of events until termination plus an additional three months after the date of termination shall be accelerated and vest immediately upon such