Termination without cause clause samples

(2)Retirement; Grandfathered Retirement; Involuntary Termination Without Cause.If the Grantee incurs a Separation from Service during the First Year due to Retirement, Grandfathered Retirement or Involuntary Termination Without Cause, the Grantee shall vest, on the date of Separation from Service, in any Performance RSUs tentatively earned under Sections 3(a)(1) and 3(a)(2) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement, Grandfathered Retirement or Involuntary Termination Without Cause; provided, however,that the Total At Risk RSUs shall be used in place of the First Year At Risk RSUs.

(2)Retirement; Involuntary Termination Without Cause.If the Grantee incurs a Separation from Service during the Second Year due to Retirement or Involuntary Termination Without Cause, the Grantee shall vest, on the date of Separation from Service, in any Performance RSUs tentatively earned under Sections 3(a)(1), 3(a)(2), and 3(a)(3) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement or Involuntary Termination Without Cause; provided, however, that the sum of the Second Year At Risk RSUs and Third Year At Risk RSUs shall be used in place of the Second Year At Risk RSUs.

(2)Retirement; Involuntary Termination Without Cause.Upon the Grantee’s Retirement or Involuntary Termination Without Cause following the end of the Measurement Period and prior to the fourth year anniversary of the Grant Date, then in lieu of vesting under Section 3(b)(1) above, the Grantee shall vest in the Performance RSUs tentatively earned under Section 3(a) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement or Involuntary Termination Without Cause, less the number, if any, of Performance RSUs that previously vested under Section 3(b)(1) above.

(b)Retirement; Involuntary Termination Without Cause.Upon the Grantee’s Retirement or Involuntary Termination Without Cause, then in lieu of determining the number of RSUs in which the Grantee is vested based upon the Vesting Schedule, the Grantee shall vest in the RSUs based on the amount of RSUs that were vested as of the Vesting Date preceding the Grantee’s Retirement (as determined pursuant to the Vesting Schedule) (the “Pre-Retirement Vesting Date”) and the Grantee shall vest in a portion of the remaining RSUs based on a fraction, the numerator of which is the number of full months following the Pre-Retirement Vesting Date during which the Grantee is employed with the Company (or a Subsidiary or Affiliate of the Company) and the denominator of which is the total number of months remaining in the Vesting Schedule after the Pre-Retirement Vesting Date.

The Lump Sum Severance Payment will be paid in cash within 15 days following the effectiveness of the Release and no later than 60 days following the Covered Employee’s Termination without Cause. If the Lump Sum Severance Payment is reasonably determined by the Committee to be “nonqualified deferred compensation” (within the meaning of Section409A of the Code) then the Lump Sum Severance Payment shall be paid on the 60th day following the date of the Covered Employee’s “separation from service” (within the meaning of Section409A of the Code), subject to Section 2.8.

4.4Amendment and Termination. The Plan may be amended from time to time, or terminated and discontinued, at any time, in each case at the discretion of the Board or Committee; provided, however, that within one year following a Change of Control the Plan may not be amended or terminated to the detriment of a Covered Employee without that Covered Employee’s written consent; provided, further, that without written consent the termination or detrimental amendment of the Plan will not be effective as to a Covered Employee who has experienced a Termination without Cause. A Plan amendment shall be effected by adoption by the Board or Committee of a resolution setting forth such amendment and by execution by the Committee Chairman of a written instrument of Plan amendment. Plan termination shall be effected by adoption by the Board or Committee of a resolution to terminate the Plan and by execution by the Chairman of the Board or Committee, as applicable, of a written instrument of Plan termination.

8.2 Termination Without Cause. Employer may terminate Employee without cause upon thirty (30) days written notice. Upon termination without cause by employer, Employee shall be entitled to cash compensation equal to the greater of the following: (A) the then existing base salary of Employee, as defined in Article 2.1, for the remainder of the term of this Agreement; or (B) the then existing base salary of Employee, as defined in Article 2.1, for a period of one (1) year from the date of termination without cause. In the event of termination without cause, all cash compensation, as referred to above, shall be paid to Employee on a bi-monthly basis.

(a) Grounds. This Agreement shall terminate in the event of the Executive’s death. In the case of the Executive’s Disability, the Company may elect to terminate the Executive’s employment as a result of such Disability. The Company also may terminate the Executive’s employment pursuant to a Termination With Cause or a Termination Without Cause. Finally, the Executive may terminate the Executive’s employment with the Company pursuant to either a Voluntary Termination or a Voluntary Termination for Good Reason. For purposes of this Agreement, the terms Disability, Voluntary Termination, Voluntary Termination for Good Reason, Termination With Cause and Termination Without Cause are defined in Section11 of this Agreement.