Termination by the Corporation Sample Clauses
The 'Termination by the Corporation' clause grants the corporation the right to end an agreement or contract under specified circumstances. Typically, this clause outlines the conditions under which the corporation may exercise this right, such as employee misconduct, breach of contract, or other defined triggers. By clearly stating when and how the corporation can terminate the relationship, this clause provides a mechanism for the corporation to manage risk and maintain control over contractual engagements.
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Termination by the Corporation. Prior to a Change in Control (as ------------------------------ defined in Section 6.1 hereof), the Corporation may terminate Employee's employment upon the occurrence of any of the following:
(a) At the election of the Corporation for "Cause," immediately upon written notice by the Corporation to Employee. For the purpose of this Section 5.1(a), Cause for termination shall be deemed to exist in the event of: (A) the willful and continued failure by Employee to substantially perform his duties with the Corporation after instruction by the Corporation to do so, (B) conduct by the Employee which is demonstrably and materially injurious to the Corporation, monetarily or otherwise, or (C) the conviction of Employee of, or the entry of a pleading of guilty or nolo contendere by Employee to, any crime involving moral turpitude or any felony.
(b) Upon the death or Disability of Employee. As used in this Section 5, the term "Disability" shall mean the inability of Employee, due to a physical or mental disability, for a period of 180 days, during any consecutive 12-month period to perform satisfactorily the services contemplated under this Agreement as determined by the Company in its reasonable discretion and in accordance with applicable law.
Termination by the Corporation. If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:
i. such payments on account of severance as provided for under Section 12(b) of this Agreement; and
ii. notwithstanding anything to the contrary in Section 12 hereof or in this Agreement, all options granted by the Corporation to the Executive shall, following the giving of any notice by the Corporation under this Section 14(a), be deemed to vest immediately and shall be exercisable by the Executive for a period of 90 days following the giving of such notice by the Corporation hereunder.
Termination by the Corporation. The Corporation may terminate the Employment Period:
(i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or
(ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Corporation; (B) Executive's intentional wrongful damage to the property of the Corporation; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Corporation; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the Corporation. For purposes of this Agreement, "Gross Misconduct" shall mean a willful or grossly negligent act or omission which has or will have a material and adverse impact on the business or reputation of the Corporation, or on the business of the Corporation's customers or suppliers as such relate to the Corporation. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board then in office at a meeting of the Board called and held for such purpose, finding that, Executive has committed an act set forth above in this Section 6. Nothing herein shall limit Executive's right or Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's employment has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act during the Employment Period that would have justified a termination for Cause. In addition, Executive’s employment shall be deemed to have terminated for Cause, if based on facts and circumstances discovered after Executive’s employment has terminated, the Board determines in reasonable good faith, within one year after Executive’s employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without cou...
Termination by the Corporation. The Executive’s employment by the Corporation, and the Period of Employment, may be terminated at any time by the Corporation: (i) with Cause (as defined in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as defined in Section 5.5).
Termination by the Corporation. The Corporation at any time may terminate the Executive's employment for Cause or without Cause.
Termination by the Corporation. (a) The Corporation, by action of its Board, may terminate the Executive's employment under this Agreement without Cause (as defined in Section 9.1(b)), at any time by giving notice thereof to the Executive at least ninety (90) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment.
(b) The Corporation, by action of its Board, may terminate the Executive's employment under this Agreement for Cause at any time by notifying the Executive of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "CAUSE" means the Executive's: (i) persistent and repeated refusal, failure or neglect to perform the material duties of his employment under this Agreement (other by reason of the Executive's physical or mental illness or impairment), provided that such Cause shall be deemed to occur only after the Corporation gave notice thereof to the Executive specifying in reasonable detail the conduct constituting Cause, and the Executive failed to cure and correct his conduct within thirty (30) days after such notice; (ii) committing any act of fraud or embezzlement, provided that such Cause shall be deemed to occur only after the Corporation gave notice thereof to the Executive specifying in reasonable detail the instances of such conduct, and the Executive had the opportunity to be heard at a meeting of the Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement or of such other subsequent agreements entered into during the Employment Period that results in a material detriment to the Corporation; (iv) conviction of a felony (including pleading guilty to a felony); or (v) habitual abuse of alcohol or drugs.
Termination by the Corporation. The Corporation may --------------------------------- terminate its employment of Employee under this Agreement without cause at any time and for any reason upon thirty (30) days
Termination by the Corporation. Subject to the requirements of Sections 7.03, 7.04 and 7.05, as applicable, the Corporation may terminate this Agreement and the Employee’s employment with the Corporation at any time by giving a written notice of termination of the Employee’ employment with the Corporation, delivered in accordance with Section 8.01, specifying the effective date of the termination (a “Notice of Termination”).
Termination by the Corporation. This Agreement may be terminated by the Corporation for the following reasons:
Termination by the Corporation. The Corporation shall have the right to terminate this Agreement for "Disability", "Cause" or without "Cause".