Discharge Without Cause definition

Discharge Without Cause means the Company’s termination of Executive’s employment hereunder during the Term (as defined in Section 4.1 below) for any reason other than a Discharge For Cause or due to Executive’s death or Permanent Disability.
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Discharge Without Cause. “Discharge Without Cause” shall mean the Company’s termination of Employee’s employment hereunder during the term hereof for any reason other than a Discharge For Cause or due to Employee’s death or Permanent Disability. 2.11 Effective Date: “Effective Date” shall mean the date of the Closing.
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Discharge Without Cause means the Bcom3 Company that employs the Executive has ----------------------- terminated his or her employment, other than for Cause, and the Executive has not been offered immediate equivalent employment, on terms that would not constitute a Constructive Discharge, with another Bcom3 Company (or another company under common ownership and control with the Bcom3 Companies).
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Examples of Discharge Without Cause in a sentence

  • Employee’s employment under this Agreement may be immediately terminated by the Company upon written notice to Employee of a Discharge Without Cause.

  • Other than the foregoing, Employee shall not be entitled to any payment for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause.

  • Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause.

  • Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

  • Other than the foregoing, Executive shall not be entitled to any payment for subsequent periods after the effective date of any Discharge Without Cause or Termination for Good Reason.

  • Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause.

  • Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s Discharge Without Cause.

  • Base Salary Continuation Period following Discharge Without Cause or Termination With Good Reason: 24 months.

  • If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”).

  • Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause or immediately terminated by Executive upon written notice to the Company of a Termination for Good Reason.


More Definitions of Discharge Without Cause

Discharge Without Cause means a termination of employment by the Company other than for Permanent Disability, Retirement or death, and other than for Discharge for Cause.
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Discharge Without Cause shall have the meaning ascribed to it in Section 6.2 below.
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Discharge Without Cause means termination of Grantee’s employment by the Company except for any of the following: (i) a material and serious breach or neglect of Grantee’s responsibilities; (ii) willful violation or disregard by Grantee of standards of conduct established by law; (iii) willful violation or disregard by Grantee of standards of conduct established by Company policy as may from time to time be communicated to Grantee; (iv) fraud, willful misconduct, misappropriation of funds or other dishonesty committed by Grantee; or (v) Grantee’s conviction of a crime of moral turpitude.
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Discharge Without Cause means the Company's termination of Executive's employment hereunder during the Term (as defined in Section 4.1 below) for any reason other than a Discharge For Cause or due to Executive's death or Permanent Disability. -3- 2.13 Permanent Disability: "Permanent Disability" shall mean Executive's inability to perform Executive's duties hereunder due to a physical or mental condition for (i) a period of one hundred twenty (120) consecutive days, or (ii) an aggregate of ninety (180) days in any twelve (12) month period.
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Discharge Without Cause. ' means a termination of the employment relationship between the Employee and the Company and its Affiliates due to a discharge of the Employee by the Company or an Affiliate, other than a Discharge for Cause.
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Related to Discharge Without Cause

  • Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • Without Cause means a termination of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Terminated Without Cause means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • For Cause means:

  • Just Cause means:

  • Terminated for Cause mean termination of the employment of the Employee because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.

  • Due Cause means any of the following events:

  • with cause means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform the Services.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Good Reason means:

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination With Cause and “Cause” shall have the same meaning specified in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank. If the Executive is not a party to a severance or employment agreement containing a definition of termination with cause, Termination with Cause means the Bank terminates the Executive’s employment for any of the following reasons –

  • Constructive Termination means:

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Child with a disability means a child who, by reason of any of the following, needs special education and related services:

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Constructively Terminated means, unless otherwise specified by the Committee in the Award Agreement, a voluntary termination of employment by an Employee within ten (10) business days after any of the following actions by the Company, an Affiliate, or a person acting on behalf of either:

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.