Benefits Payable Upon Termination of Employment. 6.1 Except as specifically provided in this Agreement or required by applicable law, upon termination of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive and all rights, remedies, compensation, Benefits, privileges, grants and options of Executive shall cease and terminate as of the Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding for such purposes any stock option or similar plans), subject to the terms and conditions of each such plan or program. 6.2 Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of any of the following: (i) a material breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces the Executive’s level of authority, responsibilities, or duties; (iii) a material reduction in the Executive’s fixed annual salary or benefits; (iv) a change by the Company of Executive’s primary place of work to a new location that is more than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015. In the event that Executive seeks to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and an opportunity to cure pursuant to Section 9 of this Agreement. 6.3 Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to the following:
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Benefits Payable Upon Termination of Employment. 6.1 Except as specifically provided in this Agreement or required by applicable law, upon termination of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive and all rights, remedies, compensation, Benefitsbenefits, privileges, grants and options of Executive shall cease and terminate as of the Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding for such purposes any stock option or similar plans), subject to the terms and conditions of each such plan or program.
6.2 Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of (or in connection with) any of the following: (i) a material breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces the Executive’s level of authority, responsibilities, or duties; (iii) a material reduction in the Executive’s fixed annual salary or benefits; or (iv) a change by the Company of Executive’s primary place of work to a new location that is more greater than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015work location. In the event that Executive seeks to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and an opportunity to cure pursuant to Section 9 of this Agreement. For Executive to invoke this provision, Executive must provide written notice within thirty (30) days of becoming aware of the fact or circumstance allegedly giving rise to a basis to terminate hereunder and, after the Company’s thirty-day cure period has expired, Executive must terminate within thirty (30) days after said expiration.
6.3 Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to Base Salary payable in installments and in such amounts as were in effect on the following:date of termination of Executive’s employment for twelve (12) months after the date the employment relationship between Company and Executive ends. Executive shall be entitled to reimbursement for a continuation of all medical, dental, and life insurance benefits in substantially the same manner and amount to which Executive was entitled on the date of termination of Executive’s employment until the earlier of (i) one (1) year after termination of Executive’s employment by Company, or (ii) Executive becomes eligible for similar benefits with any new employer or other Person.
6.4 Executive shall not be entitled to any compensation or benefits, including without limitation those referred in Section 6.3 of this Agreement, in the event that the employment relationship between Company and Executive ends for “Cause,” which means: Executive’s admission of any dishonest or illegal act or omission; Executive’s conviction of any misdemeanor or felony pertaining to or involving dishonesty, harassment or violence; any negligent act or omission by Executive which has a material adverse effect upon Company; Executive’s willful misconduct; any representation to Company by Executive contained in this Agreement is materially false or misleading; Executive’s failure to implement or observe any lawful directive of the Board or Supervisory Board, or Executive’s breach, violation or default of any of the covenants, duties or obligations imposed upon Executive pursuant to this Agreement and the failure to cure the same (if curable as permitted by Section 9 of this Agreement) within thirty (30) days after receiving written notice from Company of the same; or Executive’s failure to fully perform such performance standards as shall be determined from time to time by the Supervisory Board and the failure to cure the same within thirty (30) days after receiving written notice from Company of the same.
Appears in 1 contract
Samples: Executive Employment Agreement (Innocoll Holdings PLC)
Benefits Payable Upon Termination of Employment. 6.1 Except as specifically provided in this Agreement or required by applicable law, upon termination of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive and all rights, remedies, compensation, Benefitsbenefits, privileges, grants and options of Executive shall cease and terminate as of the Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding for such purposes any stock option or similar plans), subject to the terms and conditions of each such plan or program.
6.2 Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of (or in connection with) any of the following: (i) a material breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces the Executive’s level of authority, responsibilities, or duties; (iii) a material reduction in the Executive’s fixed annual salary or benefits; or (iv) a change by the Change in Control of the Company of Executive’s primary place of work and the Executive no longer reporting directly to a new location that is more than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015Axxxxxx X. Xxxx. In the event that Executive seeks to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and an opportunity to cure pursuant to Section 9 of this Agreement.
6.3 Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to Base Salary payable in installments and in such amounts as were in effect on the following:date of termination of Executive’s employment for twelve (12) months after the date the employment relationship between Company and Executive ends, provided however, that Executive’s salary continuation hereunder shall not exceed the number of months of Executive’s employment.
6.4 Executive shall not be entitled to any compensation or benefits, including without limitation those referred in Section 6.3 of this Agreement, in the event that the employment relationship between Company and Executive ends by reason of: Executive’s admission of any dishonest or illegal act or omission; Executive’s conviction of any misdemeanor or felony pertaining to or involving dishonesty, harassment or violence; any negligent act or omission by Executive which has a material adverse effect upon Company; Executive’s willful misconduct; any representation to Company by Executive contained in this Agreement is materially false or misleading; Executive’s failure to implement or observe any lawful directive of the Board or Supervisory Board, or Executive’s breach, violation or default of any of the covenants, duties or obligations imposed upon Executive pursuant to this Agreement and the failure to cure the same (if curable as permitted by Section 9 of this Agreement) within thirty (30) days after receiving written notice from Company of the same; or Executive’s failure to fully perform such performance standards as shall be determined from time to time by the Supervisory Board and the failure to cure the same within thirty (30) days after receiving written notice from Company of the same.
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Benefits Payable Upon Termination of Employment. 6.1 Except as specifically provided in this Agreement or required by applicable law, upon termination of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive and all rights, remedies, compensation, Benefitsbenefits, privileges, grants and options of Executive shall cease and terminate as of the Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding for such purposes any stock option or similar plans), subject to the terms and conditions of each such plan or program.
6.2 Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of (or in connection with) any of the following: (i) a material breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces the Executive’s level of authority, responsibilities, or duties; (iii) a material reduction in the Executive’s fixed annual salary or benefits; or (iv) a change by the Company relocation of Executive’s primary place of work to a new location that is more than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015Primary Work Location. In the event that Executive seeks to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and an opportunity to cure pursuant to Section 9 of this Agreement. For Executive to invoke this provision, Executive must provide written notice within thirty (30) days of becoming aware of the fact or circumstance allegedly giving rise to a basis to terminate hereunder and, after the Company’s thirty-day cure period has expired, Executive must terminate within thirty (30) days after said expiration.
6.3 Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to Base Salary payable in installments and in such amounts as were in effect on the following:date of termination of Executive’s employment for twelve (12) months after the date the employment relationship between Company and Executive ends. Executive shall be entitled to reimbursement for a continuation of all medical, dental, and life insurance benefits in substantially the same manner and amount to which Executive was entitled on the date of termination of Executive’s employment until the earlier of (i) one (1) year after termination of Executive’s employment by Company, or (ii) Executive becomes eligible for similar benefits with any new employer or other Person.
6.4 Executive shall not be entitled to any compensation or benefits, including without limitation those referred in Section 6.3 of this Agreement, in the event that the employment relationship between Company and Executive ends for “Cause,” which means: Executive’s admission of any dishonest or illegal act or omission; Executive’s conviction of any misdemeanor or felony pertaining to or involving dishonesty, harassment or violence; any negligent act or omission by Executive which has a material adverse effect upon Company; Executive’s willful misconduct; any representation to Company by Executive contained in this Agreement is materially false or misleading; Executive’s failure to implement or observe any lawful directive of the Board or Supervisory Board, or Executive’s breach, violation or default of any of the covenants, duties or obligations imposed upon Executive pursuant to this Agreement and the failure to cure the same (if curable as permitted by Section 9 of this Agreement) within thirty (30) days after receiving written notice from Company of the same; or Executive’s failure to fully perform such performance standards as shall be determined from time to time by the Supervisory Board and the failure to cure the same within thirty (30) days after receiving written notice from Company of the same.
Appears in 1 contract
Samples: Executive Employment Agreement (Innocoll Holdings PLC)
Benefits Payable Upon Termination of Employment. 6.1 Except as specifically provided in this Agreement or required by applicable law, upon termination of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive and all rights, remedies, compensation, Benefitsbenefits, privileges, grants and options of Executive shall cease and terminate as of the Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding for such purposes any stock option or similar plans), subject to the terms and conditions of each such plan or program.
6.2 Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of (or in connection with) any of the following: (i) a material breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces the Executive’s level of authority, responsibilities, or duties; or (iii) a material reduction in the Executive’s fixed annual salary or benefits; (iv) a change by the Company of Executive’s primary place of work to a new location that is more than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015. In the event that Executive seeks to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and an opportunity to cure pursuant to Section 9 of this Agreement. For Executive to invoke this provision, Executive must provide written notice within thirty (30) days of becoming aware of the fact or circumstance allegedly giving rise to a basis to terminate hereunder and, after the Company’s thirty-day cure period has expired, Executive must terminate within thirty (30) days after said expiration.
6.3 Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to Base Salary payable in installments and in such amounts as were in effect on the following:date of termination of Executive’s employment for twelve (12) months after the date the employment relationship between Company and Executive ends, provided however, that Executive’s salary continuation hereunder shall not exceed the number of months of Executive’s employment.
6.4 Executive shall not be entitled to any compensation or benefits, including without limitation those referred in Section 6.3 of this Agreement, in the event that the employment relationship between Company and Executive ends by reason of: Executive’s admission of any dishonest or illegal act or omission; Executive’s conviction of any misdemeanor or felony pertaining to or involving dishonesty, harassment or violence; any negligent act or omission by Executive which has a material adverse effect upon Company; Executive’s willful misconduct; any representation to Company by Executive contained in this Agreement is materially false or misleading; Executive’s failure to implement or observe any lawful directive of the Board or Supervisory Board, or Executive’s breach, violation or default of any of the covenants, duties or obligations imposed upon Executive pursuant to this Agreement and the failure to cure the same (if curable as permitted by Section 9 of this Agreement) within thirty (30) days after receiving written notice from Company of the same; or Executive’s failure to fully perform such performance standards as shall be determined from time to time by the Supervisory Board and the failure to cure the same within thirty (30) days after receiving written notice from Company of the same.
Appears in 1 contract
Samples: Executive Employment Agreement (Innocoll Holdings PLC)
