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WithoutGood Reasonby the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

WithoutGood Reasonby the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid accordingpayable pursuant to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

WithoutGood ReasonTermination by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon terminationWithout Cause or by the Executive for Good Reason not following a Change in Control of the Company. If other than following a Change in Control of the Company (which is covered by [Section 10.1] above), the Company terminates Executive’s employment without Cause, or the Executive terminates employment for Good Reason, the company shall: # pay Executive (or Executive’s spouse or estate, should Executive die), a severance benefit equal to one (1) years’ salary, based upon Executive’s base annual salary immediately preceding his termination, plus any non-equity performance bonus earned in the twelve (12) months preceding his termination; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is then obligated to pay Executive pursuant to [Section 6.2] of this Agreement orAgreement; and # pay Executive the Executivevalue of Executive’s employment with the Company without Good Reasonearned but unused vacation days, and other than for a Change of Control, the Company shall have no further obligations or liabilityunreimbursed business expenses up to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.employment.

WithoutGood ReasonTermination by the Executive. At any time during the term of this Agreement,Company Without Cause or by the Executive shall be entitled to terminate this Agreement andfor Good Reason following a Change in Control of the ExecutiveCompany. If following a Change in Control of the Company, the Company terminates Executive’s employment withwithout Cause, or the Company withoutExecutive terminates employment for Good Reason and other than forReason, the company shall: # pay Executive (or Executive’s spouse or estate, should Executive die), a severance benefit equal to the product of Executive’s full-time (100%) base annual salary immediately preceding his termination, inclusive of any non-equity performance bonus earned in the twelve (12) months preceding his termination, multiplied by the Change of Control by providing prior written notice of at least thirty (30) daysMultiplier; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is then obligated to the Company. Upon termination by thepay Executive pursuant to [Section 6.2] of this Agreement orAgreement; and # pay Executive the Executivevalue of Executive’s employment with the Company without Good Reasonearned but unused vacation days, and other than for a Change of Control, the Company shall have no further obligations or liabilityunreimbursed business expenses up to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.employment.

WithoutTermination by Executive. Executive shall have the right to terminate her employment, whether or not forGood Reasonby the Executive. At any time during the term of this Agreement, the(as hereinafter defined), but, in all events, Executive shall be entitledgive Company notice pursuant to terminate this Agreement anda written “Notice of Termination” (as defined below). If the Executive’s employment with the Company without Good Reason andtermination by Executive is other than for Good Reason: # Executive must give Company a ChangeNotice of Control by providingTermination not less than forty five (45) days prior written notice of at least thirty (30) days to the Company. Upondate her termination by theof employment will be effective, and # Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligationsright to severance compensation of any kind, or liabilityany right to thesalary or other benefits for any period after such date of termination. If termination is by Executive or his heirs, administrators or executors with respectfor Good Reason, Executive’s rights to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination tounder this Agreement shall be paid according toas set forth in [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.5.5].

WithoutGood ReasonTermination by Executive. Executive may terminate his employment hereunder with or without Good Reason (as defined below) by written notice to the Board of Directors of Employer effective 60 days after receipt of such notice by the Executive. At any time duringBoard of Directors. In the term of this Agreement, theevent that Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to terminatethe salary specified in [Section 6(e)]. Executive shall not be required to render any further services to Employer. Upon termination of employment by Executive without Good Reason, Executive shall be entitled to no further compensation under this Agreement andAgreement. “Good Reason” shall be the Executive’s employmentfailure by Employer to comply with the Company without Good Reason andprovisions of [Section 4(a)] or material breach by Employer of any other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executiveprovision of this AgreementAgreement, which failure or the Executive’s employment with the Company without Good Reason and otherbreach shall continue for more than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through30 days after the date on which the Board of termination to be paid according to [Section 4]; reimbursementDirectors of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.Employer receive such notice.

WithoutGood ReasonTermination of Employment without Cause or for Good Reason other than in connection with to a Change in Control. In the event that Executive’s employment under this Agreement is terminated by Executive for Good Reason or by the Executive. At any time during the term of this Agreement, theCompany without Cause other than in connection with a Change in Control (as defined below) pursuant to [Section 5.4] below, Executive shall be entitled to terminate this Agreementreceive the Accrued Amounts and, subject to Executive’s timely execution and delivery of the Executive’s employment withRelease and such Release becoming effective following the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination dateTermination Date in accordance with Company policy. The Companyits terms (the period between the Termination Date and the date that the Release becomes effective, the “Release Execution Period”), Executive shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.be entitled to receive the following:

WithoutResignation by Executive for Good Reason. The Executive may terminate his 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 its 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 Reasonbyshall mean any of the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement andfollowing without the Executive’s employment withconsent: # breach by the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive 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 Bar of the 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 written 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 with the Company withoutfor Good Reason and other than for a Change of Control,Reason, the Company shall have no further obligationspay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or liabilityas required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Executive resigns his employment hereunder with Good Reason prior to , and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligationCompany, the Company will continue to pay the Executive anyExecutive’s Base Salary earned throughSalary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination to be paid according to [Section 4]; reimbursement(“Severance Period”), and upon Executive’s timely election of any and all reasonable expenses paidstatutory continuation coverage the Company will pay on Executive’s behalf or incurred by thereimburse Executive in connection with and related to the performance of his duties and responsibilities for the Companycost 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 period ending onshorter of the termination date to be paid according to [Section 8];amount of time that Executive continues such benefits and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.remainder of the Initial Term..

WithoutGood ReasonbyThe Executive may terminate the Executive. AtExecutive’s employment for Good Reason at any time during the termfollowing a Change in Control. For purposes of this Agreement, the ExecutiveGood Reason shall be entitled to terminate this Agreementmean, after any Change in Control and without the Executive’s employment withexpress written consent, any of the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.following:

Termination by Company Without Good ReasonCause or by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company withoutFor Good Reason and other than forFollowing a Change of Control. In the event that a Change of Control by providing prior written notice(as defined below) occurs and within a period of at least thirty (30) days toone (1) year following the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, theeither Executive’s employment is terminated by Company shall have no further obligationswithout Cause, or liabilityExecutive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations, Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except forshall receive the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to [Section 4]; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and relatedfollowing, subject to the performanceterms and conditions described in [Section 4(e)] (including Executive’s execution of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.a release of claims):

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