Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains Termination Without Cause clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination Without Cause. Sonic Foundry may at any time during the term of this Agreement discharge Employee without "cause." Should Employee be discharged by Sonic Foundry at any time during the term of this Agreement, except as provided in Paragraph No. 8, Sonic Foundry hereby agrees to pay to Employee an amount equal to his Base Compensation earned over the previous six months through equal bi-weekly installments made over a twelve-month period beginning on the day immediately following the date of Employee's terminat...ion (the "Severance Period"). (b)No Additional Rights. Except as set forth above in Paragraph No. 9(a), following Sonic Foundry's termination of Employee without cause: (i) all rights and liabilities of the parties hereto shall cease and this Agreement shall be terminated (subject to the continuing obligations of Employee pursuant to Paragraph Nos. 7, 9(c), 11, 12, 13 and 20); and (ii) Employee shall not be entitled to receive any severance benefits, salary, other benefits or compensation of any kind (except for health insurance continuation as required by COBRA) either as consideration for Employee's employment or in connection with the termination of Employee's employment. (c)Non-Disparagement of Sonic Foundry. If, at any time during the Severance Period, Employee disparages, slanders, libels and/or defames the Company, its employees, executives, officers, and/or affiliates, Employee shall immediately forfeit Employee's right to any remaining installment payments pursuant to Paragraph No. 9(a).View More
Termination Without Cause. Sonic Foundry may at any time during the term of this Agreement discharge Employee without "cause." Should Employee be discharged by Sonic Foundry at any time during the term of this Agreement, except as provided in Paragraph No. 8, 7, Sonic Foundry hereby agrees to pay to Employee an amount equal to his the highest cash compensation (including Base Compensation earned over and incentive/bonus) paid to Norregaard in any of the previous six months last three fiscal year immediately prior to his t...ermination through equal bi-weekly installments made over a twelve-month period beginning on the day immediately following the date of Employee's termination (the "Severance Period"). In addition, in the event Employee is discharged by Sonic Foundry at any time during the term of this Agreement, except as provided in Paragraph No. 7, all of Employee's unvested stock options and stock grants shall vest immediately upon such termination and Employee will have one year from the date of Employee's termination to exercise any such options. Notwithstanding anything to the contrary contained herein, it should not be considered a termination of any kind, including but not limited to a "voluntary termination", "involuntary termination", "constructive termination" or "termination without cause" if the Board of Directors elects to hire a new Chief Executive Officer in replacement of Norregaard, provided that the Board of Directors offers to engage Norregaard as Chief Operating Officer pursuant to substantially the same terms and conditions as set forth in this Agreement (except that Norregaard shall in such event report to the new Chief Executive Officer), and Norregaard hereby consents and agrees that he may be replaced as Chief Executive Officer pursuant to the terms and conditions set forth herein. (b)No Additional Rights. Except as set forth above in Paragraph No. 9(a), 8(a), following Sonic Foundry's termination of Employee without cause: (i) all rights and liabilities of the parties hereto shall cease and this Agreement shall be terminated (subject to the continuing obligations of Employee pursuant to Paragraph Nos. 7, 9(c), 6 , 8(c), 10, 11, 12, 13 12 and 20); 19); and (ii) Employee shall not be entitled to receive any severance benefits, salary, other benefits or compensation of any kind (except for health insurance continuation as required by COBRA) either as consideration for Employee's employment or in connection with the termination of Employee's employment. (c)Non-Disparagement of Sonic Foundry. If, at any time during the Severance Period, Employee disparages, slanders, libels and/or defames the Company, its employees, executives, officers, and/or affiliates, Employee shall immediately forfeit Employee's right to any remaining installment payments pursuant to Paragraph No. 9(a). 8(a). View More
Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate's continued compliance with the terms of this Agreement, (i) the Associate's Base Salary then in effect hereunder will continue to be payable in accordance with the Company's payroll policy through the Employment Term, (ii) the Associate shall be paid within sixt...y (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the "Incentive Plan") (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (21⁄2) months following the calendar year in which the termination without Cause occurred. 8 Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the "Release"), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.View More
Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section Sections 8, 10, 11 and 12, then, under such circumstances and subject to the Associate's continued compliance with the terms of this Agreement, (i) the Associate's Base Salary then in effect hereunder will continue to be payable in accordance with the Company's payroll policy through the Employment Term, (ii) the Associate s...hall be paid within sixty (60) days after termination a lump sum amount equal to twenty-four (24) months of the Associate's Base Salary then in effect hereunder, plus the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) (ii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) (iii) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the "Incentive Plan") (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (21⁄2) months following the calendar year in which the termination without Cause occurred. 8 awards. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in this Section 9 unless, not later than sixty (60) days after the termination date, unless the Associate has executed a release of claims against in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company and its affiliates (the "Release"), "Release") and the period during which the such Release may be revoked has expired expired, without the Associate having revoked the Release. Release, on or before the 60th day following the termination date. None of the payments or benefits described in this Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, interest; provided, however, that if such sixty-day period begins in one calendar year and ends in a second calendar year, such payments shall be accumulated, without interest, and paid to the Associate on the first payroll date during the second calendar year following the date the Release becomes effective, as described above. 8 10. Death of the Associate. If the Associate dies during the Employment Term, the Employment Term shall terminate, and within sixty (60) days after death, or as soon thereafter as administratively practicable, the Company will pay to the Associate's estate (i) the Associate's Base Salary then in effect through the end of the calendar month in which such death occurs, and (ii) the pro rata portion of the Bonus earned, if any, through the date of death. In addition, all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards. View More
Termination Without Cause. The Board of Directors may, at its discretion, terminate Executive's duties and responsibilities as Executive Vice President/Chief Banking Officer. Such action shall require a majority vote of the entire Board of Directors and shall be effective immediately upon delivery to Executive of written notice of this action by the Board of Directors, or at such other time as may be agreed upon by both parties to this Agreement. Except as provided in Section 10 and Section 11 of this Agreement, following... such termination of this contract, all rights, obligations and duties of both parties relative to this Agreement shall cease and no benefits shall be payable under this Agreement.View More
Termination Without Cause. The Board of Directors may, at its discretion, terminate Executive's duties and responsibilities as Executive Vice President/Chief Banking Financial Officer. Such action shall require a majority vote of the entire Board of Directors and shall be effective immediately upon delivery to Executive of written notice of this the action by the Board of Directors, or at such other time as may be agreed upon by both parties to this the Agreement. Except as provided in Section 10 and Section 11 of this th...e Agreement, following such termination of this the contract, all rights, obligations and duties of both parties relative to this the Agreement shall cease and no benefits shall be payable under this the Agreement. View More
Termination Without Cause. The Company, on recommendation from the Board of Directors of the Company, may terminate the employment of Executive hereunder at any time without "cause" (such termination being hereinafter called a "Termination Without Cause") by giving Executive notice of such termination as described in Section 9.5. Executive's termination of employment under this Section 7 will take effect immediately upon the giving of such notice.
Termination Without Cause. The Company, on recommendation from the Board of Directors of the Company, Company may terminate the employment of Executive hereunder at any time without "cause" (such termination 4 being hereinafter called a "Termination Without Cause") by giving Executive notice of such termination as described in Section 9.5. Executive's termination of employment under this Section 7 will take effect immediately upon the giving of such notice.
Termination Without Cause. The Company shall have the right to terminate Executive's employment without Cause. Termination "Without Cause" means the Company's termination of Executive's employment for any reason other than for Cause, death or as a result of Executive becoming permanently disabled (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended). If the Company terminates Executive's employment with the Company Without Cause or Executive terminates Executive's employment with the Compa...ny with Good Reason, Executive shall be entitled to all rights and benefits accrued under this Agreement at the date of termination, including payment of Executive's unpaid base salary earned for the period up to the date of such termination, amounts accrued or payable under any benefit plans and programs of the Company applicable to Executive up to the date of such termination, and amounts payable on account of any unreimbursed business expenses incurred in accordance with Company policy up to the date of such termination. In addition, in the event Executive delivers to the Company a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company and Executive that becomes effective and irrevocable within sixty (60) days following such termination of employment and Executive's compliance with the Restrictive Covenant Agreement (as defined below) and Inventions Assignment Agreement (as defined below), the Company will (i) continue to pay Executive his then current base salary, less all applicable withholding taxes and authorized deductions, for a period of twelve (12) months following the date of termination, with the first such installment to be paid on the first payroll date after the release of claims becomes effective and irrevocable and inclusive of any installments that would have been paid had the release of claims been effective on the date of termination; (ii) an amount equal to 100% of Executive's annual bonus opportunity, less all applicable taxes and withholdings, in one lump sum within 14 days of the execution of the Release Agreement; and (iii) should Executive timely elect and be eligible to continue receiving group medical and dental coverage pursuant to 2 COBRA, and so long as the Company can provide such benefit without violating the non-discrimination requirements of the law, the Company will pay the portion of the premium for such coverage that is paid by the Company for active and similarly situated employees who receive the same type of coverage, such payment to be made for coverage from the termination date through the earliest of (x) the twelve (12) month anniversary of the termination date, (y) the date Executive is no longer eligible for COBRA coverage or (z) the date Executive becomes eligible for healthcare coverage from a subsequent employer. The remaining balance of any premium cost shall timely be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. In addition, in the event such termination occurs during the twelve (12) month period commencing on a Change in Control (as defined in Exhibit A), then the vesting and, to the extent applicable, exercisability of each equity award held by Executive as of the date of such termination, including all unvested stock options, will accelerate in respect of one hundred percent (100%) of the shares subject thereto.View More
Termination Without Cause. The Company shall have the right to terminate Executive's your employment without Cause. Cause (as defined on Exhibit A hereto). Termination "Without Cause" means the Company's termination of Executive's your employment for any reason other than for Cause, death or as a result of Executive you becoming permanently disabled (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended). amended (the "Code")). If the Company terminates Executive's your employment with the C...ompany Without Cause or Executive terminates Executive's you terminate your employment with the Company with Good Reason, Executive Reason (as defined on Exhibit A hereto), you shall be entitled to all rights and benefits accrued under this Agreement at the date of termination, including payment of Executive's your unpaid base salary earned for the period up to the date of such termination, amounts accrued or payable under any benefit plans and programs of the Company applicable to Executive you up to the date of such termination, subject to and in accordance with the terms of such plans and programs, and amounts payable on account of any unreimbursed business expenses incurred in accordance with Company policy up to the date of such termination. In addition, in the event Executive delivers you deliver to the Company a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company and Executive that becomes effective and irrevocable within sixty (60) days following such termination of employment ("Release Condition") and Executive's subject to 3 your compliance with the Restrictive Covenant Agreement (as defined below) and Inventions Assignment Agreement (as defined below), terms of any confidentiality, non-competition, non-solicitation or other similar restrictive covenants with the Company to which you are subject, the Company will (i) continue to pay Executive his your then current base salary, less all applicable withholding taxes and authorized deductions, for a period of twelve (12) months following the date of termination, with the first such installment to be paid on the first payroll date after the release of claims becomes effective and irrevocable and inclusive of any installments that would have been paid had the release of claims been effective on the date of termination; termination ("Severance Period"), (ii) an amount equal to 100% of Executive's your annual bonus opportunity, less all applicable taxes and withholdings, in one lump sum within 14 days of the execution satisfaction of the Release Agreement; Condition, and (iii) should Executive you timely elect and be eligible to continue receiving group medical and dental coverage pursuant to 2 COBRA, and so long as the Company can provide such benefit without violating the non-discrimination requirements of the law, the Company will pay the portion of the premium for such coverage that is paid by the Company for active and similarly situated employees who receive the same type of coverage, such payment to be made for coverage from the termination date through the earliest of (x) the twelve (12) month anniversary end of the termination date, Severance Period, (y) the date Executive is you are no longer eligible for COBRA coverage or (z) the date Executive becomes you become eligible for healthcare coverage from a subsequent employer. employer (and you agree to promptly notify the Company of such eligibility). The remaining balance of any premium cost shall timely be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. In addition, in the event such termination occurs during the twelve (12) month period commencing on a Change in Control (as defined in Exhibit A), then the vesting and, to the extent applicable, exercisability of each equity award held by Executive as of the date of such termination, including all unvested stock options, will accelerate in respect of one hundred percent (100%) of the shares subject thereto. View More
Termination Without Cause. If this Agreement is terminated by Employee for any reason pursuant to Section 15.2 or 15.6 of this Agreement or by the Company in any manner except specifically in accordance with Section 15.1, 15.3, 15.4 or 15.5 of this Agreement, then (i) the Company shall immediately pay to the Employee a lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation, or in the event of a termination as a result of a Change in Control of the Company, the Company shall also immediate...ly pay to Employee a lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation, in either case as full accord and satisfaction of all amounts then owed by the Company to the Employee under Section 8.1 and 8.2 of this Agreement, (ii) Employee shall be entitled to all of the benefits under Section 9 of this Agreement, as amended, for a period of two years from the termination, and (iii) if applicable, all unvested restricted stock or stock options owned by Employee will immediately vest, and Employee shall be entitled to exercise all vested stock options which he owns for a period of 90 days after the date of termination. It is specifically agreed that in such event Employee shall have no duty to mitigate his damages by seeking comparable, inferior or different employment.View More
Termination Without Cause. If this Agreement is terminated by Employee for any reason pursuant to Section 15.2 or 15.6 of this Agreement or by the Company in any manner except specifically in accordance with Section 15.1, 15.3, 15.4 or 15.5 of this Agreement, then (i) the Company shall immediately pay to the Employee a lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation, or in the event of a termination as a result of a Change in Control of the Company, the Company shall also immediate...ly pay to Employee a lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation, in either case as full accord and satisfaction of all amounts then owed by the Company to the Employee under Section 8.1 and 8.2 of this Agreement, (ii) Employee shall be entitled to all of the benefits under Section 9 of this Agreement, as amended, for a period of two years from the termination, and (iii) if applicable, all unvested restricted stock or stock options owned by Employee will immediately vest, and Employee shall be entitled to exercise all vested stock options which he owns for a period of 90 days after the date of termination. It is specifically agreed that in such event Employee shall have no duty to mitigate his damages by seeking comparable, inferior or different employment. -6- 17. Assignability of Benefits. Except to the extent that this provision may be contrary to law, no assignment, pledge, collateralization or attachment of any of the benefits under this Agreement shall be valid or recognized by the Company. Except as provided by law, payment provided for by this Agreement shall not be subject to seizure for payment of any debts or judgments against the Employee, nor shall the Employee have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided that any stock issued by the Company to the Employee pursuant to this Agreement shall not be subject to Section 17 of this Agreement. View More
Termination Without Cause. The Parties agree that either party may terminate this employment relationship at any time, without cause, upon sixty (60) days' advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as "notice pay"). In such event, Executive shall only be entitled to such compensation, benefits and perquisites that have been paid or fully accrued as of the effective date of his separation and as otherwise explicitly set forth in this Agreement. However, in no ev...ent shall Executive be entitled to notice pay if Executive is eligible for and accepts severance payments pursuant to the provisions of Paragraphs 16 and 17, below. Notice pay shall be paid as if the Executive remained on payroll, subject to Paragraph 14 hereof.View More
Termination Without Cause. The Parties agree that either party may terminate this employment relationship at any time, without cause, upon sixty (60) days' advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as "notice pay"). In such event, Executive Employee shall only be entitled to such compensation, benefits and perquisites that have been paid or fully accrued as of the effective date of his Employee's separation and as otherwise explicitly set forth in this Agreemen...t. However, in no event shall Executive Employee be entitled to notice pay if Executive Employee is eligible for and accepts severance payments pursuant to the provisions of Paragraphs 16 and 17, below. Notice pay shall be paid as if the Executive remained on payroll, subject to Paragraph 14 hereof.View More
Termination Without Cause. In accordance with Section 6.E. of the Plan, if the Optionee's service with the Company (and/or any Employer, as the case may be, such that the Optionee is no longer employed by either the Company or any Employer) is terminated by the Company without Cause, the Option may be exercised to the extent it has become exercisable at the time of such termination, for a period of three (3) years from the effective date of such termination of employment or until the expiration of the stated term of such ...Option, whichever period is shorter. If the Option is not exercised within the foregoing time period, the Option shall terminate.View More
Termination Without Cause. In accordance with Section 6.E. of the Plan, if If the Optionee's service employment with the Company (and/or any Employer, Subsidiary, as the case may be, such that the Optionee is no longer employed by either the Company or any Employer) Subsidiary) is terminated by the Company without Cause, the Option may be exercised to the extent it has become exercisable at the time of such termination, for a period of three (3) years from the effective date of such termination of employment or until the ...expiration of the stated term of such Option, whichever period is shorter. If the Option is not exercised within the foregoing time period, the Option shall terminate.View More
