At Will Employment Termination of Employment. The Company and Executive acknowledge that Executive’s employment under this Agreement shall be “at-will” as defined under applicable law. This means that it is not for any specified period of time and, subject only to this Section 3, the Company and the Executive shall each have the right to terminate the Executive’s employment at any time for any reason or for no reason.
At Will Employment Termination of Employment. Executive’s employment relationship with the Company shall be at-will and is thus subject to termination by Executive or the Company at any time for any reason or no reason, with or without cause; provided, however, that if the Company terminates Executive’s employment without Cause at any time (pursuant to Section 6(b) below) or if Executive terminates Executive’s employment for “Good Reason” (as defined in and under Section 6(c) below), during the term of this Agreement, Executive will be eligible for the “Severance Pay” as provided for in and subject to Sections 7(b) and 7(c) of this Agreement. The date on which any termination (for whatever reason, and whether terminated by Executive or the Company) is effective is referred to herein as the “Termination Date.”
At Will Employment Termination of Employment. (a) I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.
(b) The Company shall have the right, on written notice to you,
(i) to terminate your employment immediately at any time for cause, or
(ii) to terminate your employment at any time without cause provided the Company shall be obligated in either case to pay to you as severance an amount equal to six month’s base salary less applicable taxes and other required withholdings and any amount you may owe to the Company, payable in full immediately upon such termination. Such severance payment shall be contingent upon you signing a Separation and Release Agreement in a form satisfactory to the Company which assures, among other things, that you will not commence any type of litigation or other claims as a result of the termination.
(c) For purposes of this Section, you may be terminated for cause if, in the reasonable determination of the Company’s Chief Executive Officer (CEO), you are convicted of any felony or of any crime involving moral turpitude, or participate in fraud against the Company, or intentionally damage any property of the Company, or wrongfully disclose any trade secrets or other confidential information of the Company to any of its competitors, or materially breach Section 2 (Confidential Information) of this Agreement.
At Will Employment Termination of Employment. The Executive and the Company agree that the Executive’s employment with the Company constitutes “at-will” employment. The Executive and the Company acknowledge that this employment relationship may be terminated for any reason at any time upon not less than 30 days’ notice to the other Party (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”); provided, however, that, subject to Section 2.4(a), the Executive’s employment may be terminated immediately by the Company upon a termination of Executive’s employment for Cause. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any base salary earned but unpaid through the date of termination, (b) a payment equal to any earned but unpaid annual bonus for the fiscal year completed prior to the Termination Date, paid at the time when annual bonuses are paid generally to the Company’s senior executives, (c) reimbursement for any unreimbursed business expenses incurred through the Termination Date, and (d) additional vested equity compensation and other benefits (if any) in accordance with the applicable terms of applicable Company arrangements (collectively, the “Accrued Amounts”).
At Will Employment Termination of Employment. A. Your employment by the Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time.
B. Notwithstanding the foregoing, if (i) the Company terminates your employment for any reason other than for “cause”, (ii) the Company causes your employment to terminate because of “constructive termination”, (iii) your employment terminates due to death or “disability” (as defined under Code Section 409A, as defined in Paragraph 5(H)), or (iv) your employment as Interim Chief Executive Officer terminates because the Company hires a replacement chief executive officer (other than you), then, provided that you have not breached the provisions of Paragraph 4 hereof, your Stock Award shall vest in full (to the extent then unvested) effective as of your employment termination date. The Company shall have “cause” to terminate your employment only if you have (1) acted in bad faith or with dishonesty, (2) willfully failed to follow the directions of the Board (provided such directions would not be in violation of law or constitute fraud), (3) performed your duties with gross negligence, or (4) been convicted of a felony. “Constructive termination” means the material breach by the Company of one or more of the terms of this Agreement. In the event of your termination due to a “constructive termination,” you shall give the Company written notice detailing the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the first occurrence of such circumstances and the Company shall have thirty (30) days following receipt of such notice to cure such circumstances in all material respects, provided that no termination because of a “constructive termination” shall occur after the one-hundred twentieth (120th) day following the first occurrence of any “constructive termination.”
At Will Employment Termination of Employment. Your employment by the Company as Interim Chief Executive Officer shall be for an initial one-year term, unless earlier terminated by the Company. Notwithstanding the foregoing, your employment is at-will, and you and the Company shall have the right to terminate your employment at any time for any reason or no reason.
At Will Employment Termination of Employment. Executive acknowledges and agrees that employment with the Company is on an at-will basis and for an unspecified duration. Neither this Agreement nor any verbal representations will confer any right to continuing employment and Executive’s at-will employment status can only be changed in a written agreement signed by the Company’s Chief Executive Officer upon the approval of the Compensation Committee. Either Executive or the Company may terminate Executive’s employment for any reason upon thirty (30) days’ written notice; provided, however, that the Company, in its sole discretion, may waive Executive’s requirement to provide thirty (30) days’ written notice. For the duration of any such notice period, the Company may direct Executive to (a) transition some or all of Executive’s duties to other Company employees and/or to perform other or different duties as the Company deems appropriate in connection with the transition. (b) refrain from communicating with any of the Company’s employees, members, partners, principals, investors, potential investors, and counterparties, and/or refrain from entering the Company’s premises. For the avoidance of doubt, during any such notice period, the Executive will remain a Company employee and will continue to receive his base salary, participate in the Company’s health insurance plan, and be bound by the terms of this Agreement and the Company’s other policies, including the Xxxxxxx Xxxxxxx Policy. However, during any such notice period the Executive will not be entitled to receive other benefits and perquisites, including any discretionary bonus or any additional compensation whatsoever. For the avoidance of doubt, the Company may terminate Executive’s employment for cause immediately upon written notice. Executive is eligible to participate in the Company’s Amended and Restated Executive Severance Policy (as it may be amended or replaced from time to time, the “Severance Policy”); provided, that, notwithstanding any terms of the Severance Policy to the contrary, payments or benefits under the Severance Policy to which Executive may otherwise become entitled will become payable only if Executive executes and does not subsequently revoke a release of claims in a form acceptable to the Company.
At Will Employment Termination of Employment. (a) At-Will Employment; Termination by Company. Executive’s employment with the Company shall be “at-will” at all times. Either party may terminate the employment relationship as provided herein. Upon and after such termination, all obligations of the Company under this Agreement shall cease, except as otherwise provided herein.
At Will Employment Termination of Employment a. Employee understands and acknowledges that his employment with the Company is for an unspecified duration and constitutes “at-will” employment. Employee also understands that any representation to the contrary is unauthorized and not valid unless obtained in writing and signed by the Company’s Board of Directors or its designee. Employee acknowledges that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or Employee, with or without notice.
b. The Company shall have the right, on written notice:
(1) to terminate employee immediately at any time for cause, or
(2) to terminate employee at any time without cause, provided that (A) the Company shall be obligated to pay to Employee severance in an amount equal to fifteen (15) months’ base salary less applicable taxes and other required withholdings and any amount Employee may owe to the Company, payable in full immediately upon such termination, contingent upon Employee signing a Separation and Release Agreement in a form satisfactory to the Company which assures, among other things, that Employee will not commence any type of litigation or other claims as a result of the termination, (B) vesting of the 150,000 share restricted stock grant made to Employee on September 10, 2007 will accelerate in full, and (C) the Company will pay the premium costs of Employee’s medical, dental and vision benefits during the severance period provided Employee makes the necessary elections pursuant to COBRA.
c. For purposes of this Section, “cause” shall include: conviction of any felony or of any crime involving moral turpitude, participation in fraud against the Company, intentional damage to any property of the Company, wrongful disclosure of any trade secrets or other confidential information of the Company to any of its competitors, or a material breach of Section 4 (Confidential Information) of this Agreement.
At Will Employment Termination of Employment. Executive is an at-will employee of the Company, which means the employment relationship can be terminated by either the Company or Executive, at any time, with or without prior notice and with or without cause. Notwithstanding the forgoing, any termination of Executive’s employment is subject to Section 4 of this Agreement. Any statements or representations to the contrary (and any statements contradicting any provision in this Agreement) are ineffective. Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at-will employment status may only occur by way of a written employment agreement signed by you and a duly authorized member of the Board. Notwithstanding anything else contained in this Agreement, Executive’s employment will terminate upon the earliest to occur of the following:
