Consulting Period In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.
Non-Competition During Employment Executive agrees during the Basic Term, and any extension of the Basic Term under this Agreement, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for, in any capacity, assist, or became affiliated with as an owner, partner, etc., either directly or indirectly, any individual or business which offer or performs services, or offers or provides products substantially similar to the services and products provided by Company.
Outside Activities During Employment Except with the prior written consent of the Company, which shall not be unreasonably withheld, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere with Executive’s responsibilities and the performance of Executive’s duties hereunder, except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s duties, and (iii) such other activities as may be specifically approved by the Company. This restriction shall not, however, preclude Executive from owning less than one percent (1%) of the total outstanding shares of a publicly traded company, or employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means an entity under common management or control with the Company.
Severance Period For purposes of this Agreement, “Severance Period” means the period of time commencing immediately after Executive’s separation of service from the Company through the date that is six (6) months following such separation date, plus an additional two (2) months for every fully completed Year of Service; provided, however, that in all cases the Severance Period will end no later than on the twelve (12)-month anniversary of the date of Executive’s termination of employment.
Retention Period The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.
Termination of Employment Period The Agreement Term shall terminate upon the occurrence of any of the following:
Death During Employment If the Executive dies during the term of employment and has not attained the age of seventy years, the Corporation and/or any third party insurance provided by the Corporation, through a coordination of benefits, shall pay the estate of the Executive a death benefit equal to two times the Executive's annual salary. In the event the Executive receives death benefits payable under any group life insurance policy issued to the Corporation, the Corporation's liability under this clause will be reduced by the amount of the death benefit paid under such policy. The Corporation shall pay any remaining death benefits to the estate of the Executive over the course of twelve (12) months in the same manner and under the same terms as the Executive would have been paid if he had still been working for the Corporation. No later than one (1) month from the date of death, the estate of the Executive will also be paid any accumulated vacation pay. Such payments pursuant to this paragraph shall constitute the full compensation of said Executive and he and his estate shall have no further claim for compensation by reason of his employment by the Corporation.
Union Activity During Working Hours Solicitation of Union membership or collection or checking of dues will not be conducted during working time. The Company agrees not to discriminate in any way against any employee for Union activity, but such activity shall not be carried on during working time, except as specifically allowed by the provisions of this Agreement.
Expiration of Employment Period If Executive’s employment shall be terminated due to the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.
Employee leaving during notice period An employee given notice of termination in circumstances of redundancy may terminate their employment during the period of notice. The employee is entitled to receive the benefits and payments they would have received under this clause had they remained in employment until the expiry of the notice, but is not entitled to any payment in lieu of any remaining notice.