Termination for cause

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Change in Control Severance Benefits means the various payments and benefits to which you may become entitled under Part Two of this Agreement upon your Involuntary Termination in connection with a Change in Control or upon any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause. Such Change in Control Severance Benefits may include one or more of the following: the accelerated vesting of your Equity Awards, a lump sum severance payment and continued health care coverage provided for you and your spouse and eligible dependents at the Company’s expense.

dishonesty involving the property or assets of the Company intended to result in your financial enrichment, (ii) your material breach of one or more of your obligations under your Proprietary Information and Inventions Agreement with the Company or your unauthorized use or disclosure of any material trade secrets or other material confidential information of the Company or any affiliate, (iii) any intentional misconduct on your part which has a materially adverse effect upon the Company’s business or reputation, (iv) your failure to perform the major duties, functions and responsibilities of your executive position with the Company, (v) your material breach of any of your fiduciary obligations as an officer of the Company or (vi) your intentional and knowing participation in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or your intentional and knowing submission of any false or erroneous certification required of you under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of the Common Stock are at the time listed for trading. However, prior to any termination of your employment for any of the reasons specified in clauses (ii) through (v), the Company shall give you written notice of the actions or omissions deemed to constitute the grounds for a Termination for Cause, and you shall have a period of not less than thirty (30) days in which to cure the specified default in performance and thereby remedy the actions or omissions which would otherwise constitute grounds for a Termination for Cause.

Each outstanding Equity Award which you hold at the time of your Involuntary Termination or at any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause, to the extent that Equity Award is not otherwise vested and exercisable for all the shares of Common Stock or other securities at the time subject to that Equity Award, will immediately vest and become exercisable for all the covered shares or share equivalents and may be exercised for any or all of those shares or share equivalents as fully vested shares, and any such Equity Awards that are subject to a right of repurchase, right of forfeiture, or similar right, shall be released from such right and shall be fully vested. Each such accelerated Equity Award will remain so exercisable until the earlier of (i) the expiration of the applicable term of such Equity Award or (ii) the post-service exercise period specified in the agreement evidencing your Equity Award. Any Equity Awards not exercised prior to the expiration of the applicable post-service exercise period will terminate and cease to remain exercisable for any of the covered shares or share equivalents.

Should you elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for yourself, your spouse and your eligible dependents following your Involuntary Termination or any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause, then the Company shall provide such continued health care coverage for you and your spouse and other eligible dependents at its sole cost and expense. Such health care coverage at the Company’s expense shall continue until the earliest of (i) the expiration of the twelve (12) month period measured from the date of your Involuntary Termination or any earlier termination of your employment by the Company during the Pre-Closing Period if you have more than five (5) years of service to the Company measured at the time of your qualified termination, or the expiration of the six (6) month period measured from the date of your Involuntary Termination or any earlier termination of your employment by the Company during the Pre-Closing Period if you have less than five (5) years of service to the Company, (ii) the first date you are covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions or (iii) the date the definitive agreement for the Change in Control is terminated without consummation of that Change in Control prior to the expiration of the Pre-Closing Period. Should the Company’s provision of such continued health care coverage result in the recognition of taxable income (whether for federal, state or local income tax purposes) by you or your spouse or other eligible dependent, then each of you will be responsible for the payment of the income and employment tax liability resulting from such coverage, and the Company will not provide any tax gross-up payments to you (or any other person) with respect to such tax liability.

Should your employment with the Company terminate by reason of an Involuntary Termination within twelve (12) months after a Change in Control, or should your employment be unilaterally terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, then you will become entitled to receive the applicable Change in Control Severance Benefits provided under this Part Two, provided and only if you execute and deliver to the Company, within twenty-one (21) days after the date of your termination of employment, a general release (substantially in the form of attached Exhibit A) which becomes effective under applicable law (the “Required Release”) and pursuant to which you release the Company and its officers, directors, stockholders, employees and agents from any and all claims you may otherwise have with respect to the terms and conditions of your employment with the Company and the termination of that employment. In no event, however, shall such release cover any claims, causes of action, suits, demands or other obligations or liabilities relating to:

Change in Control Severance Benefits means the various payments and benefits to which you may become entitled under Part Two of this Agreement upon your Involuntary Termination in connection with a Change in Control or upon any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause. Such Change in Control Severance Benefits may include one or more of the following as further detailed in Part Two of this Agreement: the accelerated vesting of some or all of your outstanding Equity Awards, a lump sum severance payment, a pro-rated bonus payment and continued health care coverage provided for you and your spouse and eligible dependents at the Company’s expense.

(b) Subject to the conditions set forth above in this Part Two, in the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, you will subsequently become entitled to the Pro-Rated Bonus upon the closing of the Change in Control, provided and only if that Change in Control is in fact consummated prior to the expiration of the Pre-Closing Period. The Company will pay the Pro-Rated Bonus to you in a lump-sum not more than 60 days following the effective date of the Change in Control, provided, however, that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made before the beginning of the later taxable year. The payment shall be subject to the Company’s collection of all applicable withholding taxes, and you will only be paid the amount remaining after such withholding taxes have been collected. In no event, however, will you become entitled to all or any portion of the Pro-Rated Bonus if the Change in Control is not consummated prior to the expiration of the Pre- Closing Period.

This Release and Waiver does not pertain to any claims that may subsequently arise in connection with the Company’s default in any of its payment obligations under the Severance Agreement or its indemnification obligations to me thereunder, nor does it pertain to any claims which may subsequently arise in connection with the indemnification provisions for Officers and Directors under the Company’s bylaws, the Directors and Officers Liability Insurance Policy (if any) and any Indemnification Agreement between me and the Company. These indemnification obligations shall (to the maximum extent permitted by law) be extended to me during the period following my resignation or termination of employment for any reason (other than a Termination for Cause), whether or not in connection with a Change in Control, with respect to all matters, events or transactions occurring or effected during my period of employment with the Company.

(b) In the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, the Permissible Parachute Amount shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre- Closing Period, and any benefit reduction required by Paragraph 2(a) above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards will not be subsequently restored in connection with

Should your employment with the Company terminate by reason of an Involuntary Termination coincident with or within 12 months after a Change in Control, or should your employment be terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, then you will become entitled to receive the applicable Change in Control Severance Benefits provided under this Part Two, provided that you execute and deliver to the Company a general release (substantially in the form of attached Exhibit A) which becomes effective under applicable law within 28 days after your termination of employment (such 28-day period, the “Release Execution Period”) and pursuant to which you release the Company and its officers, directors, stockholders, employees and agents from any and all claims you may otherwise have with respect to the terms and conditions of your employment with the Company and the termination of that employment. In no event, however, shall such release cover any claims, causes of action, suits, demands or other obligations or liabilities relating to:

Termination for Cause means the termination of your employment for any of the following reasons: (i) your conviction of a felony or your commission of any act of personal dishonesty involving the property or assets of the Company intended to result in your financial enrichment, (ii) your material breach of one or more of your obligations under your Proprietary Information and Inventions Agreement with the Company or your unauthorized use or disclosure of any material trade secrets or other material confidential information of the Company or any affiliate, (iii) any intentional misconduct on your part which has a materially adverse effect upon the Company’s business or reputation, (iv) your failure to perform the major duties, functions and responsibilities of your executive position with the Company, (v) your material breach of any of your fiduciary obligations as an officer of the Company or (vi) your intentional and knowing participation in the preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or your intentional and knowing submission of any false or erroneous certification required of you under the Sarbanes- Oxley Act of 2002 or any securities exchange on which shares of the Common Stock are at the time listed for trading. However, prior to any termination of your employment for any of the reasons specified in clauses (ii) through (iv), the Company shall give you written notice of the actions or omissions deemed to constitute the grounds for a Termination for Cause, and you shall have a period of not less than 30 days in which to cure the specified default in performance and thereby remedy the actions or omissions which would otherwise constitute grounds for a Termination for Cause.

Should you elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for yourself, your spouse and your eligible dependents following your Involuntary Termination coincident with or within 12 months following a Change in Control or any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause, then, subject to the conditions set forth above in this Part Two, the Company shall reimburse you for the cost of such continued health care coverage for you and your spouse and other eligible dependents at its sole cost and expense. Such reimbursement shall be paid to you on or about the 10th of the month immediately following the month in which you timely remit the premium payment, provided, however, that, if the Release Execution Period begins in one taxable year and ends in another taxable year, no such reimbursement shall be made before the beginning of the later taxable year. Such reimbursement shall continue until the earliest of (i) the expiration of the 12-month period measured from the date of your Involuntary Termination or any earlier termination of your employment by the Company during the Pre-Closing Period, (ii) the first date you are covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions, or (iii) the date the definitive agreement for the Change in Control is terminated without consummation of that Change in Control during the Pre-Closing Period. Should the Company’s reimbursement of the cost of such continued health care coverage result in the recognition of taxable income (whether for federal, state or local income tax purposes) by you or your spouse or other eligible dependent, then each of you will be responsible for the payment of the income and employment tax liability resulting from such coverage, and the Company will not provide any tax gross-up payments to you (or any other person) with respect to such income and employment tax liability. To the extent you are subject to the delayed benefit commencement provisions of Paragraph 2 of Part Four, the Company shall, at the end of the delayed commencement period, promptly reimburse you with a lump sum cash payment equal to the cost you incurred for such health care coverage for that period.

(a) If your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, then within ten business days after the closing of the Change in Control, the Independent Auditors shall provide both you and the Company with a written determination of the Parachute Payments attributable to your Acquisition-Accelerated Equity Awards (if any), your Change in Control Severance Benefits under Part Two and any Other Parachute Payment to which you are entitled, together with detailed supporting calculations with respect to the reduction in Change in Control Severance Benefits by reason of those various Parachute Payments.

(b) Subject to the conditions set forth above in this Part Two, in the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, you will subsequently become entitled to the Severance Payment upon the closing of the Change in Control, provided and only if that Change in Control is in fact consummated prior to the expiration of the Pre-Closing Period. The Company will make such lump-sum cash Severance Payment not more than 60 days following the effective date of the Change in Control, provided, however, that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made before the beginning of the later taxable year. The Severance Payment shall be subject to the Company’s collection of all applicable withholding taxes, and you will only be paid the amount remaining after such withholding taxes have been collected. In no event, however, will you become entitled to all or any portion of the Severance Payment if the Change in Control is not consummated prior to the expiration of the Pre-Closing Period.

Subject to the conditions set forth above in this Part Two, each outstanding Time-Based Equity Award which you hold at the time of your Involuntary Termination or at any earlier termination of your employment by the Company during the Pre-Closing Period other than a Termination for Cause, to the extent that Equity Award is not otherwise exercisable for all the shares of Common Stock or other securities at the time subject to that Equity Award or is subject to risk of forfeiture, will immediately vest in full and the risks of forfeiture thereon shall lapse, and to the extent that such Equity Award is a stock option, shall become exercisable for all those shares of Common Stock or other securities and may be exercised for any or all of those shares as fully vested shares. Each such accelerated Equity Award will remain so exercisable until the earlier of (i) the expiration of the option term or (ii) the post-service exercise period specified in the agreement evidencing your Equity Award. Any Equity Awards not exercised prior to the expiration of the applicable post-service exercise period will terminate and cease to remain exercisable for any of the option shares. Each outstanding Performance-Based Equity Award which you hold at the time of your termination of employment with the Company for any reason, to the extent that Equity Award is not otherwise exercisable for all the shares of Common Stock or other securities at the time subject to that Equity Award or is subject to risk of forfeiture and is not an Acquisition-Accelerated Equity Award, will immediately lapse and be forfeited upon your cessation of employment with the Company.

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