Example ContractsClausestermination by company without cause or by executive for good reasonVariants
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Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of [Section 1(e)]. If the Company terminates the Executive’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall pay the Executive the severance amounts set forth in this [Section 9] below, subject to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.

Termination Without Cause or Resignation by Executive for Good Reason. The CompanyExecutive may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Periodhis employment (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in accordanceits sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the requirementsBar of [Section 1(e)]. Ifthe applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company terminateswritten notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the Executiveeffective date of termination or as required by law, and shall comply with the severance amounts set forth in this [Section 9] below, subject to # the Executive’s executionterms of any applicable benefits plans and non-revocation of a written release of all claims againstagreements between the Company and all related partiesthe Executive; and, in the event that the Executive resigns his employment hereunder with respectGood Reason prior to all matters arising out, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of the Executive’s employment by the Company, or the termination thereof, substantiallyclaims and other customary terms in the form attached hereto as [Exhibit A]provided by the Company at the time employment is terminated (the ReleaseSeparation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period), and #upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s continued compliance withbehalf or reimburse Executive for the restrictive covenants referenced in [Section 11] below.cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..

Termination Without CauseCause, Non-Renewal by the Company, or Resignation for Good Reason. The CompanyExecutive’s employment may terminate the Executivebe terminated without Cause duringeffective upon the Contract PeriodCompany’s delivery to Executive of a Notice of Termination, at the End of the Employment Term as a result of the Company providing Executive with a notice of its intention not to extend the Employment Term (“Non-Renewal”), or by written notice to the Executive providing thirty (30) days’ notice. The Executive may resignExecutive’s resignation for Good Reason effective 30 days following delivery to the Company of Notice of Termination provided such delivery is within 90 days following the occurrence of events that result in Good Reason. No resignation for Good Reason will be effective unless during the Contract Period upon thirty (30) days’ written notice in accordance with30-day period following the requirementsdelivery of [Section 1(e)]. Ifthe Notice of Termination, the Company terminateshas not cured the Executiveevents that result in Good Reason. If Executive’s employment during the Contract Periodis terminated without Cause (other than by reason of death or Disability), as a result of Non-Renewal, or if the Executive Resignsresigns for Good Reason, the Company shall pay the Executive the severance amounts set forth in this [Section 9] below, subject to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.will receive:

Termination Without Cause orVoluntary Resignation by Executive for Good Reason. TheReason/Severance. Executive may voluntarily resign Executive’s position with the Company may terminate thefor Good Reason, at any time on thirty (30) days’ advance written notice. Executive without Cause during the Contract Period by writtenshall provide notice to the Executive providingCompany of the condition giving rise to “Good Reason” within ninety (90) days of the initial existence of such condition and the Company shall have thirty (30) days’ notice. The Executive may resigndays following such notice to remedy such condition. Executive’s right to terminate Executive’s employment for Good Reason duringshall not be affected by the Contract Period upon thirty (30) days’ written noticeExecutive’s incapacity due to physical or mental illness. In the event of Executive’s resignation for Good Reason, Executive will be entitled to receive Executive’s Base Salary then in effect, prorated to the date of termination, Accrued Benefits, and the Severance Package described in [Section 7.2] above, provided Executive complies with all of the Severance Obligations. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with [Section 6] of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. For purposes of this Agreement, “Good Reason” means the requirementsoccurrence of [Section 1(e)]. Ifany of the following events or conditions, without the Executive’s express written consent (which consent may be denied, withheld or delayed for any reason): # a material reduction in Executive’s title, duties, authority or responsibilities; # a material non-voluntary reduction by the Company terminatesin the Executive’s employment duringannual Base Salary as in effect as of the Contract Period without Cause or ifdate hereof; # a material change in Executive’s business location of more than thirty (30) miles; # the Executive Resigns for Good Reason,material breach by the Company shall pay the Executive the severance amounts set forth inof this [Section 9] below, subject toAgreement; or # the Executive’s execution and non-revocationfailure of a written releaseany successor-in-interest to assume all of all claims againstthe obligations of the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.under this Agreement.

TerminationResignation Without Cause or Resignation for Good Reason. The Company may terminateExecutive shall be entitled to resign from the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirementsemployment of [Section 1(e)]. If the Company terminates the Executive’s employmentat any time during the Contract Period without Cause or ifGood Reason, but upon such resignation the Executive Resignsshall not be entitled to any additional compensation for Good Reason, the Company shall pay the Executive the severance amounts set forth in this [Section 9] below, subjecttime after which he ceases to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employmentbe employed by the Company, orand shall not be entitled to any of the termination thereof, substantiallyother benefits provided hereunder. No such resignation shall be effective unless in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliancewriting with the restrictive covenants referenced in [Section 11] below.thirty (30) days’ notice thereof.

Termination Withoutby the Company without Cause or Resignationby Executive for Good Reason. The Company may terminateReason; Notice Period. In the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of [Section 1(e)]. Ifevent that the Company terminateselects to terminate the Executive’s employment during the Contract Period without Cause (as defined below) or if the Executive Resigns for Good Reason, the Company shall pay the Executive the severance amounts set forth in this [Section 9] below, subjectelects to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of theresign from Executive’s employment bywith Good Reason (as defined below) (in either case an “Involuntary Departure”), the Company, orParty electing to end the termination thereof, substantiallyemployment relationship shall provide the other Party with a Notice of Termination (as defined below) of the Involuntary Departure specifying a notice period (the “Notice Period”) of six (6) months, effective as per the end of a calendar month; provided that, in the form attached hereto as [Exhibit A]case that the Notice of Termination of an Involuntary Departure is provided within the 12 month period following a Change in Control (the ReleaseChange in Control PeriodorCIC Period), and #then the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.Notice Period shall be 12 months.

Termination Without Causeby Executive. Executive shall have the right to terminate her employment, whether or Resignationnot for Good Reason. TheGood Reason” (as hereinafter defined), but, in all events, Executive shall give Company may terminate the Executive without Cause during the Contract Period bynotice pursuant to a written notice to the Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements“Notice of [Section 1(e)]Termination” (as defined below). If the termination by Executive is other than for Good Reason: # Executive must give Company terminatesa Notice of Termination not less than forty five (45) days prior to the Executive’sdate her termination of employment during the Contract Period without Causewill be effective, and # Executive shall have no right to severance compensation of any kind, or if theany right to salary or other benefits for any period after such date of termination. If termination is by Executive Resigns for Good Reason, the CompanyExecutive’s rights to compensation and benefits under this Agreement shall pay the Executive the severance amountsbe as set forth in this [Section 9] below, subject to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.5.5].

Termination Without Cause or ResignationNotwithstanding any other provision of this Agreement, Executive's employment under this Agreement may be terminated during the Employment Period by Executive for Good Reason. The Company may terminateReason, if one of the forgoing events shall occur without the prior consent of Executive. Any such termination by Executive without Cause during the Contract Periodfor Good Reason shall be made by Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any termination by Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period uponshall be effective thirty (30) days’days after the date Executive has given the Company such written notice in accordancesetting forth the grounds for such termination with the requirements of [Section 1(e)]. If the Company terminates the Executive’s employment during the Contract Period without Cause or if the Executive Resigns forspecificity. However, Good Reason, the CompanyReason shall pay the Executive the severance amounts set forth in this [Section 9] below, subject to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related partiesexist with respect to all matters arising out of the Executive’s employmentan above specified matter only if such matter is not corrected by the Company, or theCompany within thirty (30) days of its receipt of such written notice of such matter from Executive, and in no event shall a termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.#4831-1006-7512v2

Termination Without Cause or Resignation for Good Reason. The Companyby Executive. Executive may terminate the Executivehis employment hereunder with or without Cause during the Contract PeriodGood Reason (as defined below) by written notice to the Board of Directors of Employer effective 60 days after receipt of such notice by the Board of Directors. In the event that Executive providing thirty (30) days’ notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of [Section 1(e)]. If the Company terminates the Executive’shis employment during the Contract Period without Cause or if the Executive Resignshereunder for Good Reason, Executive shall be entitled to the Companysalary specified in [Section 6(e)]. Executive shall pay the Executive the severance amounts set forth in this [Section 9] below, subjectnot be required to # the Executive’s execution and non-revocationrender any further services to Employer. Upon termination of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by Executive without Good Reason, Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliancefailure by Employer to comply with the restrictive covenants referenced inprovisions of [Section 11] below.4(a)] or material breach by Employer of any other provision of this Agreement, which failure or breach shall continue for more than 30 days after the date on which the Board of Directors of Employer receive such notice.

TerminationVoluntary Resignation by Executive Without Cause or Resignation for Good Reason. TheExecutive may voluntarily resign Executive’s position with the Company may terminatewithout Good Reason, at any time. In the event of Executive’s resignation without Good Reason, Executive without Cause duringwill be entitled to receive only Executive’s Base Salary and Accrued Benefits as determined through the Contract Period by writtenend of the thirty-day notice period and no other amount; provided, however that Executive shall be entitled to any amounts owing to the Executive providing thirty (30) days’ notice. Thefor reimbursement of expenses properly incurred by Executive may resign for Good Reason duringprior to the Contract Period upon thirty (30) days’ written noticedate of termination which are reimbursable in accordance with [Section 6] of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In addition, Executive will not be entitled to receive the requirementsSeverance Package under [Section 7.2] of [Section 1(e)]. If the Company terminates the Executive’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall pay the Executive the severance amounts set forth in this [Section 9] below, subject to # the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as [Exhibit A] (the “Release”), and # the Executive’s continued compliance with the restrictive covenants referenced in [Section 11] below.Agreement.

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