Certain Terms Defined. For purposes of this Agreement: A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement. B) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s failure or refusal to perform his duties in accordance with this Agreement. C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” if it is based upon (i) a material diminution in Employee’s duties or base salary, which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s obligations to Employee under this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned duties for CSL for a period of ninety (90) consecutive calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s 's condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s 's employment by CSL shall be deemed to be “"for cause” " if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s 's failure or refusal to perform his duties in accordance with this AgreementAgreement based on a standard of reasonableness.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material diminution in Employee’s duties or 's base salary, salary which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s 's obligations to Employee under this AgreementAgreement or under the Company's Stock Option Plan, if adopted.
Appears in 4 contracts
Samples: Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementher duties.
B(b) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the CompanyBoard of Directors, or (iv) a geographic relocation of Executive’s obligations to Employee under this Agreementplace of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000.
Appears in 3 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL the Company shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony by a federal or any felony involving personal dishonesty, state court of competent jurisdiction; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings the Company into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits or bonus opportunities; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Board of Directors, (iv) a geographic relocation of Executive’s place of work a distance for more than sixty (60) miles from the Company’s obligations to Employee under offices located in Doylestown, Pennsylvania; or (v) the Company’s material breach of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (ProPhase Labs, Inc.), Employment Agreement (ProPhase Labs, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety seventy-five (9075) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long-term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL PPL shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets; or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage during the term of this Agreement in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings PPL into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company.
C(c) A resignation by Employee Executive of his employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, responsibilities, privileges or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a material breach direction by CSL PPL that Executive report to any person or group other than the Chief Executive Officer or the Board of Directors of the Company; or (iii) a geographic relocation of Executive’s obligations place of work a distance of more than ten miles (10) from the Company’s offices as of the Effective Date in Doylestown, PA (unless such relocation results in PPL’s offices being 40 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) the material breach of this agreement by PPL. For the avoidance of doubt, in the event that Executive is relieved of one but not both of his current positions (Chief Financial Officer and Chief Operating Officer), relieving him of one of those positions will not constitute “Good Reason”.
(i) Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to Employee under this Agreementact which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within 2 years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
(ii) Cause shall not exist to terminate the Executive’s employment unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying in detail the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act within sixty (60) days after receipt of such notice, the Company may terminate Executive’s employment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
Appears in 2 contracts
Samples: Executive Employment Agreement (ProPhase Labs, Inc.), Executive Employment Agreement (ProPhase Labs, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties of Executive Chairman of the Board of LTC for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as provided in Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle (except as permitted in Section 6(d) of this Agreement), which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Board of Directors, or (iv) a geographic relocation of Executive’s place of work a distance of more than fifty (50) miles from LTC’s offices located 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000. Executive’s statement that a resignation was based upon one of the Company’s obligations to Employee under events stated in this Agreementsection shall be conclusive and binding for purposes of this Agreement if the resignation occurs within twelve (12) months following the event.
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL the Company shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony by a federal or any felony involving personal dishonesty, state court of competent jurisdiction; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings the Company into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Board of Directors, or (iv) a geographic relocation of Executive’s place of work a distance for more than sixty (60) miles from the Company’s obligations to Employee under this Agreementoffices located in Doylestown, Pennsylvania.
Appears in 2 contracts
Samples: Employment Agreement (Quigley Corp), Employment Agreement (Quigley Corp)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” or to suffer from a “disability” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety (90) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL the Company shall be deemed to be for “for causeCause” if if, and only if, it is based upon the following: (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonestyExecutive's failure, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s failure neglect or refusal to perform his Executive’s material duties (in accordance each instance, other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive's failure to comply with any valid, material and legal directive of the Board of Directors; (iii) Executive's engagement in dishonesty, illegal or disloyal conduct, or willful or grossly negligent misconduct, which is, in each case, injurious to the interests, reputation or business of the Company or its Affiliates as determined by the Compensation Committee of the Board of Directors; (iv) Executive's embezzlement, misappropriation, or fraud, whether or not related to the Executive's employment with the Company; (v) Executive's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) any material failure by Executive to comply with the Company's written policies or rules, as they may be in effect from time to time during the Employment Term; or (vii) Executive's material breach of any material obligation under this AgreementAgreement or any other written agreement between Executive and the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred. The Company cannot terminate Executive’s employment for Cause unless the Company has provided written notice to the Executive of the existence of the circumstances providing grounds for termination for Cause within 90 days of the Company’s knowledge of such grounds, and, if the circumstances are susceptible to cure, the Executive has had at least 30 days from the date such notice is provided to cure such circumstances; provided, however, that the Company shall be permitted to terminate Executive’s employment for Cause without any such cure period in the event of any termination based on subsections (iii) – (v) of this Section 5(b).
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, responsibilities, authority or base salary, which is not part of an overall diminution for all executive officers of the Company, or ; (ii) a material breach reduction in bonus target or benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Board of Directors; (iv) a requirement that the Executive relocate; or (v) the Company’s obligations to Employee under material breach of this Agreement. Executive cannot terminate Executive’s employment for Good Reason unless Executive has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of Executive’s knowledge of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances if they are susceptible to cure. If Executive does not terminate Executive’s employment for Good Reason within 180 days after the first occurrence of the applicable grounds, then Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect to such grounds.
Appears in 2 contracts
Samples: Employment Agreement (Widepoint Corp), Employment Agreement (Widepoint Corp)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A) Employee a. Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties of Chairman of the Board and Chief Executive Officer of LTC for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B) b. A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C) c. A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyBoard of Directors, or (iiiv) a material breach by CSL geographic relocation of Executive's place of work a distance of more than seventy five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx. It shall also constitute Good Reason for Executive to resign his employment if the Company’s obligations shareholders of LTC shall fail to Employee under this Agreementelect or reelect him to the Board of Directors of LTC, unless he declines to be elected to such Board of Directors.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A) Employee a. Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties of Senior Vice President and Chief Investment Officer of LTC for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B) b. A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C) c. A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this AgreementExecutive's place of work a distance of more than seventy five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementher duties.
B(b) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company. The Company shall have the right to suspend Executive with full pay and benefits, for a reasonable period not to exceed 45 days, to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive of her employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a direction by the Board of Directors that Executive report to any person or group other than the Chief Executive Officer; (iii) a geographic relocation of Executive’s place of work a distance of more than ten miles (10) from Westlake Village, CA (unless such relocation results in LTC’s offices being 25 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) the material breach of this agreement by CSL LTC.
(i) Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the Companyoccurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within 2 years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
(ii) Cause shall not exist unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Company may terminate Executive’s obligations to Employee under this Agreementemployment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
Appears in 1 contract
Samples: Executive Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s failure or refusal to perform his duties in accordance with this Agreement.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” if it is based upon (i) a material diminution in Employee’s duties or base salary, which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by CSL the Company of the Company’s obligations to Employee under this Agreement.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxxxxxx Xxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLBoard, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon the Company or the Board makes a reasonable determination that Employee has (i) Employee is charged with and then convicted of been indicted for any felony, or a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, or material misrepresentations or concealments on any reports submitted to the Company, (iii) Employee’s failure or refusal materially failed to perform his job duties, exhibits chronic absenteeism not due to disability, or failed to follow or comply with the lawful directives of the Company, the Board or the CEO in the case of this subsection (iii) after Employee shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, or (iv) used alcohol or drugs during the performance of Employee’s duties in accordance with this Agreementa manner that materially and adversely affects Employee’s performance of his duties.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” if it is based upon (i) a material diminution in Employee’s duties or base salary, which is not part of an overall diminution for all executive officers of the CompanyCompany or its affiliates, or (ii) a material breach by CSL of the Company’s obligations to Employee under this Agreement. Notwithstanding the foregoing, Employee shall not have the right to terminate the Employee’s employment hereunder for good reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Employee provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Employee may provide a notice of his resignation for good reason.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 00000 Xxxxxxx Xxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety seventy-five (9075) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long-term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL PPL shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets; or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage during the term of this Agreement in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings PPL into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company.
C(c) A resignation by Employee Executive of his employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, responsibilities, privileges or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a material breach direction by CSL PPL that Executive report to any person or group other than the Board of Directors of the Company; or (iii) a geographic relocation of Executive’s obligations place of work a distance of more than ten miles (10) from the Company’s offices as of the Effective Date in Doylestown, PA (unless such relocation results in PPL’s offices being 40 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) a direction by PPL that Executive shall not be permitted to Employee under perform his services at least two and a half days per week (such days to be selected and determined by Executive in his sole discretion) from his home office; or (v) the material breach of this Agreementagreement by PPL.
(i) Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within 2 years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
(ii) Cause shall not exist to terminate the Executive’s employment unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying in detail the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act within sixty (60) days after receipt of such notice, the Company may terminate Executive’s employment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
Appears in 1 contract
Samples: Executive Employment Agreement (ProPhase Labs, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "Disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his her assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his her duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLCompany, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s Executive's condition shall be conclusive upon CSL and Employee Executive for purposes of this Agreement.
B(b) A termination of Employee’s Executive's employment by CSL shall be deemed to be “"for cause” Cause" if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive's fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employee’s failure committed a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company's code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company's policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties her job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. "Cause" shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board or CEO; (b) pursuant to the good faith reliance of the advice of the Company's legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's Base Salary, (ii) a material diminution in or base salaryother substantial adverse alteration in (A) the nature or scope of Executive's responsibilities with Company or (B) the reporting lines between Executive and the CEO, which is not part (iii) the Company requiring Executive to be based at a location in excess of an overall diminution for all executive officers fifty (50) miles from the location of the Company's principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iiiv) a material breach by CSL of the Company’s 's obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive's employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of her resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:
A(1) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two her duties;
(2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(3) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:: ---------------------
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxxxxxx Xxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementher duties.
B(b) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties or base salaryExecutive's title, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Company’s obligations to Employee under this AgreementBoard of Directors, or (iv) a geographic relocation of Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 31365 Oak Crest Drive, Suite 200, Westlake Village, California 91361.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned the duties of Chief Operating Officer, Co-Chairman and member of the Board of Directors of CSL for a period of ninety (90) consecutive calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s 's condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s 's employment by CSL shall be deemed to be “"for cause” " if it is based upon (i) a final, nonappealable conviction of Employee is charged with and then convicted for commission of any misdemeanor or any a felony involving personal dishonestymoral turpitude, (ii) disloyalty by Employee Employee's willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company, including but not limited to embezzlement's reputation, or (iii) Employee’s 's material failure or refusal to perform his duties in accordance with this Agreement, if Employee has failed to cure such failure or refusal to perform within thirty (30) days after the Company notifies Employee in writing of such failure or refusal to perform.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material diminution or change in Employee’s duties 's duties, base salary or base salary, annual minimum bonus which is not part of an overall diminution or change for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s 's obligations to Employee under this Agreement.Agreement or under
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 31365 Oak Crest Drive, Suite 200, Westlake Village, CA 91361;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company. The Company shall have the right to suspend Executive with full pay and benefits, for a reasonable period not to exceed 45 days, to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive of his employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a direction by the Board of Directors that Executive report to any person or group other than the Chief Executive Officer; (iii) a geographic relocation of Executive’s place of work a distance of more than ten miles (10) from Westlake Village, CA (unless such relocation results in LTC’s offices being 25 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) the material breach of this agreement by CSL LTC.
(i) Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the Companyoccurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within 2 years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
(ii) Cause shall not exist unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Company may terminate Executive’s obligations to Employee under this Agreementemployment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
Appears in 1 contract
Samples: Executive Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL the Company shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony by a federal or any felony involving personal dishonesty, state court of competent jurisdiction; (ii) material disloyalty by Employee to the Company, including but not limited to embezzlement, Company such as embezzlement or misappropriation of corporate assets; or (iii) Employee’s failure engaging in unethical or refusal illegal behavior which is of a public nature, brings the Company into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Chief Executive Officer, or (iv) a geographic relocation of the Company’s obligations primary business operations outside of the Washington Metropolitan Area (with the Washington Metropolitan Area being deemed to Employee under this Agreementnot include the Winchester, VA-WV Metropolitan Statistical Area and/or the Xxxxxxxxx, VA Micropolitan area).
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxxxxxx Xxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition or illness shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof in any material respect for a period of ninety one hundred twenty (90120) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties duties;
(b) A termination of Executive’s employment by LTC shall be deemed for CSL. One “Cause” if, and only if, it is based upon:
(1i) Any felony criminal conviction (including conviction pursuant to a nolo contendere plea) under the laws of the two United States or any state or other political subdivision thereof which, in the sole discretion of the Chief Executive Officer or Chief Investment Officer, renders Executive unsuitable for the position of Vice President, Investment and Portfolio Management;
(2ii) physicians shall be selected Any act of financial malfeasance or financial impropriety, as determined by the Chief Executive Officer or Chief Investment Officer in good faith faith;
(iii) Executive’s continued willful failure to perform the duties reasonably requested by the Board Chief Executive Officer, Chief Investment Officer or other executive of Directors of CSLthe Company to whom Executive reports and commensurate with his position as Vice President, Investment and Portfolio Management (other than any such failure resulting from Executive’s incapacity due to his physical or mental condition) after a written demand for substantial performance is delivered to him by the Chief Executive Officer or Chief Investment Officer, which 2 demand specifically identifies the manner in which the Chief Executive Officer or Chief Investment Officer believes that Executive has not substantially performed his duties, and which performance is not substantially corrected by Executive, in the other determination of the two (2) physicians shall be selected Chief Executive Officer or Chief Investment Officer made in good faith, within ten (10) days of receipt of such demand;
(iv) Any material workplace misconduct or willful failure to comply with the Company’s general policies and procedures as they may exist from time to time by Executive which, in the good faith determination of the Chief Executive Officer or Chief Investment Officer, renders Executive unsuitable for the position of Vice President, Investment and Portfolio Management;
(v) Any material breach by Employee. In Executive of the event that provisions of this Agreement which has not been cured by Executive, in the two good faith determination of the Chief Executive Officer or Chief Investment Officer, within thirty (230) physicians selected do not agree as days following delivery of notice to whether Employee is disabledExecutive specifying such material breach, or the repetition of any such material breach after it has been cured; or
(vi) Any act of moral turpitude, as described abovedetermined by the Chief Executive Officer or Chief Investment Officer in good faith.
(vii) The Company shall have the right to suspend Executive, then said two without pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried (2and such suspension shall not constitute Good Reason (as defined below) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination ). Immediately upon the conclusion of Employee’s employment by CSL such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be deemed restored to be “for cause” all duties and responsibilities as if it is based upon such suspension had never occurred and shall receive all back pay which may have been suspended during such temporary period;
(i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s failure or refusal to perform his duties in accordance with this Agreement.
Cc) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a material reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors, The Chief Executive Officer of Chief Investment Officer that Executive report to any person or group other than the CompanyChief Executive Officer, the Chief Investment Officer or the Board of Directors, (iv) in the case of a Change in Control (as defined below), a material diminution of Executive’s cash bonus, if any, as an average of cash bonus paid over the prior three (3) years (or any lesser period, if Executive has been employed fewer than three years), with any partial year cash bonus paid in the applicable three (3) year period (or less) to be prorated to calculate a full year’s bonus, or (iiv) a material breach by CSL geographic relocation of Executive’s place of work a distance for more than fifty (50) miles from LTC’s offices located at 0000 Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, XX 00000. To constitute a “Good Reason” termination, Executive must provide written notice (“Notice”) to the Company of his intention to resign for Good Reason within sixty (60) days following the initial existence of the Company’s obligations particular event or condition that constitutes Good Reason, following which the Company shall have a period of no more than thirty (30) days to Employee under this Agreement.remedy the condition. If the 3 Company fails to so remedy the condition to the reasonable satisfaction of the Executive, his or her resignation for Good Reason shall be effective as of the date provided by Executive in the Notice;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "Disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLCompany, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s Executive's condition shall be conclusive upon CSL and Employee Executive for purposes of this Agreement.
B(b) A termination of Employee’s Executive's employment by CSL shall be deemed to be “"for cause” Cause" if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive's fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employee’s failure committed a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company's code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company's policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. "Cause" shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board or CEO; (b) pursuant to the good faith reliance of the advice of the Company's legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's Base Salary, (ii) a material diminution in or base salaryother substantial adverse alteration in (A) the nature or scope of Executive's responsibilities with Company or (B) the reporting lines between Executive and the CEO, which is not part (iii) the Company requiring Executive to be based at a location in excess of an overall diminution for all executive officers fifty (50) miles from the location of the Company's principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iiiv) a material breach by CSL of the Company’s 's obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive's employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of his resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:: ---------------------
A(a) Employee Executive shall be deemed to be disabled "PERMANENTLY DISABLED" if a physical or mental condition shall occur occurs and persist persists which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned Executive's duties hereunder for a period of ninety (90) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of timenot less than an additional ninety (90) day period, rendering Employee the Executive unable to return to his duties Executive's duties.
(b) A termination of Executive's employment by ALC shall be deemed for CSL. One "CAUSE" if, and only if, seventy-five percent (175%) of the two (2) physicians shall be selected in good faith by the Board of Directors entitled to vote, at a meeting in which a quorum is present at the time of CSLthe vote, vote for such termination and the other termination is based upon one or more of the two following: (2i) physicians shall be selected conviction of a felony; (ii) material disloyalty to the Company such as embezzlement, misappropriation of corporate assets or, except as provided in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes SECTION 3 of this Agreement.
B, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company or not to purchase more than five percent (5%) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor stock in a publicly held corporation which conducts the same business as does ALC or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, its affiliates; or (iii) Employee’s failure the engaging in immoral, unethical or refusal illegal behavior which is of public nature, brings ALC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "GOOD REASON" if it is based upon one or more of the following: (i) a material diminution in Employee’s Executive's title, duties or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution across- the-board reduction in benefits of all senior executive personnel; or (iii) a direction by the Board of Directors that Executive report to any person or group other than the Board of Directors. It shall also constitute Good Reason for all executive officers Executive to resign Executive's employment if the shareholders of ALC shall fail to elect or re-elect Executive to the Board of Directors of ALC, unless Executive declines to be elected to such Board of Directors, or if the directors fail to elect Executive Vice Chairman of the CompanyBoard, or (ii) unless Executive declines to be elected such. Executive's statement that a material breach by CSL resignation was based upon one of the Company’s obligations to Employee under events stated in this SECTION 5(C) shall be conclusive and binding for purposes of this Agreement, if the resignation occurs within three (3) months following the event.
Appears in 1 contract
Samples: Employment Agreement (Assisted Living Concepts Inc)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if : 1.1 “Permanently Disabled” means a physical or mental condition shall occur that occurs and persist persists which, in the written opinion of two a licensed physician (2a specialist in the field) licensed physiciansselected by the Board in good faith, has rendered Employee unable to perform his assigned Employee’s duties hereunder for a period of ninety (90) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of timenot less than an additional ninety (90) day period, rendering the Employee unable to return to his duties for CSLEmployee’s duties. One (1) 1.2 “Affiliate” shall have the meaning given such term in the Exchange Act. 1.3 “Base Salary” means, as of the two (2) physicians date of determination or Date of Termination, the base salary of Employee then in effect pursuant to Section 4. 1.4 “Beneficial Owner” shall be selected have the meaning given to such term in good faith by the Exchange Act. 1.5 “Board” shall mean the Board of Directors of CSLthe Company. 1.6 “Cause” means: (1) the willful failure by the Employee to substantially perform his duties for the Company (other than any such failure resulting from his incapacity due to physical or mental illness), and after a written demand for substantial performance is delivered to him by the other of Board, which demand specifically identifies the two manner in which the Board believes that he has not substantially performed his duties; (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL willful misconduct that is demonstrably and Employee for purposes of this Agreement.
B) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee materially injurious to the Company, CFI, or its Affiliates, monetarily or otherwise; (3) Employee’s willful failure to comply with written policies of CFI and the Company, including but not limited to embezzlementthe CFI Code of Ethics and Code of Conduct and securities trading policies, (4) willful breach of Section 13 hereof, or (iii5) the Employee’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. No act, or failure or refusal to perform his duties in accordance with this Agreement.
C) A resignation by Employee shall not be deemed to be voluntaryact, and on the Employee’s part shall be deemed “willful” unless done, or omitted to be a resignation for “done, by him not in good reason” if it is based upon (i) a material diminution faith and without the reasonable belief that his action or omission was in Employee’s duties or base salary, which is not part of an overall diminution for all executive officers the best interest of the Company, or (ii) a material breach by CSL . 1.7 “Change of Control” means the occurrence of any of the Companyfollowing: (a) any Person (other than Employee) or that Person’s obligations to Employee under this Agreement.Affiliate is or becomes the Beneficial Owner, directly or indirectly, of securities of CFI representing 30% or more of the combined voting power of CFI’s then outstanding voting securities (“Voting Securities”); or 1
Appears in 1 contract
Samples: Employment Agreement (Cheesecake Factory Incorporated)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned the duties of Chief Executive Officer, Co-Chairman and member of the Board of Directors of CSL for a period of ninety (90) consecutive calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s 's condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s 's employment by CSL shall be deemed to be “"for cause” " if it is based upon (i) a final, nonappealable conviction of Employee is charged with and then convicted for commission of any misdemeanor or any a felony involving personal dishonestymoral turpitude, (ii) disloyalty by Employee Employee's willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company, including but not limited to embezzlement's reputation, or (iii) Employee’s 's material failure or refusal to perform his duties in accordance with this Agreement, if Employee has failed to cure such failure or refusal to perform within thirty (30) days after the Company notifies Employee in writing of such failure or refusal to perform.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material diminution or change in Employee’s duties 's duties, base salary or base salary, annual minimum bonus which is not part of an overall diminution or change for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s 's obligations to Employee under this Agreement.Agreement or under
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety seventy-five (9075) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long-term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL PPL shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets; or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage during the term of this Agreement in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings PPL into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company.
C(c) A resignation by Employee Executive of his employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, responsibilities, privileges or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a material breach direction by CSL PPL that Executive report to any person or group other than the Board of Directors of the Company; or (iii) a geographic relocation of Executive’s obligations place of work a distance of more than ten miles (10) from the Company’s offices as of the Effective Date in Doylestown, PA (unless such relocation results in PPL’s offices being 40 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) a direction by PPL that Executive shall not be permitted to Employee under perform his services at least two and a half days per week (such days to be selected and determined by Executive in his sole discretion) from his home office; or (v) the material breach of this Agreementagreement by PPL.
Appears in 1 contract
Samples: Executive Employment Agreement (ProPhase Labs, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned the duties of Chief Financial Officer, Vice Chairman and member of the Board of Directors of CSL for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s 's condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s 's employment by CSL shall be deemed to be “"for cause” " if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s 's material failure or refusal to perform his duties in accordance with this Agreement.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material diminution in Employee’s duties 's duties, base salary or base salary, annual minimum bonus which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s 's obligations to Employee under this AgreementAgreement or under the Company's Stock Option Plan, if adopted.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “Disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his her assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his her duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLBoard, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to EmployeeExecutive’s condition shall be conclusive upon CSL and Employee Executive for purposes of this Agreement.
B(b) A termination of EmployeeExecutive’s employment by CSL shall be deemed to be “for causeCause” if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive’s fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employeecommitted a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company’s failure code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company’s policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties her job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. “Cause” shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board; (b) pursuant to the good faith reliance of the advice of the Company’s legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties Base Salary, (ii) a material diminution in or base salaryother substantial adverse alteration in (A) the nature or scope of Executive’s responsibilities with Company or (B) the reporting lines between Executive and the Board, which is not part (iii) the Company requiring Executive to be based at a location in excess of an overall diminution for all executive officers fifty (50) miles from the location of the Company’s principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iiiv) a material breach by CSL of the Company’s obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive’s employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of her resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL the Company shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony by a federal or any felony involving personal dishonesty, state court of competent jurisdiction; (ii) material disloyalty by Employee to the Company, including but not limited to embezzlement, Company such as embezzlement or misappropriation of corporate assets; or (iii) Employee’s failure engaging in unethical or refusal illegal behavior which is of a public nature, brings the Company into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salarytitle, which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Board of Directors, or (iv) a geographic relocation of the Company’s obligations primary business operations outside of the Washington Metropolitan Area (with the Washington Metropolitan Area being deemed to Employee under this Agreementnot include the Winchester, VA-WV Metropolitan Statistical Area and/or the Xxxxxxxxx, VA Micropolitan area).
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety seventy-five (9075) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long-term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of EmployeeExecutive’s employment by CSL PPL shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets; or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage during the term of this Agreement in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings PPL into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company. Cause shall not exist to terminate the Executive’s employment unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying in detail the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act within sixty (60) days after receipt of such notice, the Company may terminate Executive’s employment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
C(c) A resignation by Employee Executive of his employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, responsibilities, privileges or base salary, which is not part of an overall diminution for all executive officers of the Company, Term Base Salary; or (ii) a material breach direction by CSL PPL that Executive report to any person or group other than the Board; or (iii) a geographic relocation of Executive’s place of work a distance of more than ten miles (10) from the Company’s obligations offices as of the Effective Date in Doylestown, PA (unless such relocation results in PPL’s offices being forty (40) miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) a direction by PPL that Executive shall not be permitted to Employee under perform his services from such location or locations as Executive reasonably determines are appropriate; or (v) the material breach of this Agreementagreement by PPL. Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within two (2) years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
Appears in 1 contract
Samples: Executive Employment Agreement (ProPhase Labs, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 00000 Xxxxxxx Xxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “Disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLCompany, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to EmployeeExecutive’s condition shall be conclusive upon CSL and Employee Executive for purposes of this Agreement.
B(b) A termination of EmployeeExecutive’s employment by CSL shall be deemed to be “for causeCause” if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive’s fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employeecommitted a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company’s failure code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company’s policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. “Cause” shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board or CEO; (b) pursuant to the good faith reliance of the advice of the Company’s legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties Base Salary, (ii) a material diminution in or base salaryother substantial adverse alteration in (A) the nature or scope of Executive’s responsibilities with Company or (B) the reporting lines between Executive and the CEO, which is not part (iii) the Company requiring Executive to be based at a location in excess of an overall diminution for all executive officers fifty (50) miles from the location of the Company’s principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iiiv) a material breach by CSL of the Company’s obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive’s employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of his resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Capital Senior Living Corp)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the CompanyExecutive’s obligations to Employee under this Agreement.place of work a distance for more than seventy-five (75) miles from LTC’s offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:: ---------------------
A(a) Employee Executive shall be deemed to be disabled "PERMANENTLY DISABLED" if a physical or mental condition shall occur occurs and persist persists which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned Executive's duties hereunder for a period of ninety (90) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of timenot less than an additional ninety (90) day period, rendering Employee the Executive unable to return to his duties Executive's duties.
(b) A termination of Executive's employment by ALC shall be deemed for CSL. One "CAUSE" if, and only if, seventy-five percent (175%) of the two (2) physicians shall be selected in good faith by the Board of Directors entitled to vote, at a meeting in which a quorum is present at the time of CSLthe vote, vote for such termination and the other termination is based upon one or more of the two following: (2i) physicians shall be selected conviction of a felony; (ii) material disloyalty to the Company such as embezzlement, misappropriation of corporate assets or, except as provided in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes SECTION 3 of this Agreement.
B, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company or not to purchase more than five percent (5%) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor stock in a publicly held corporation which conducts the same business as does ALC or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, its affiliates; or (iii) Employee’s failure the engaging in immoral, unethical or refusal illegal behavior which is of public nature, brings ALC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "GOOD REASON" if it is based upon one or more of the following: (i) a material diminution in Employee’s Executive's title, duties or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution across- the-board reduction in benefits of all senior executive personnel; or (iii) a direction by the Board of Directors that Executive report to any person or group other than the Board of Directors. It shall also constitute Good Reason for all executive officers Executive to resign Executive's employment if the shareholders of ALC shall fail to elect or re-elect Executive to the Board of Directors of ALC, unless Executive declines to be elected to such Board of Directors, or if the directors fail to elect Executive to serve as Chief Executive Officer of ALC and/or Chairman of the CompanyBoard, or (ii) unless Executive declines to be elected such. Executive's statement that a material breach by CSL resignation was based upon one of the Company’s obligations to Employee under events stated in this SECTION 5(c) shall be conclusive and binding for purposes of this Agreement, if the resignation occurs within three (3) months following the event.
Appears in 1 contract
Samples: Employment Agreement (Assisted Living Concepts Inc)
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall Ohlxxxxxx xxall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable Ohlxxxxxx xxable to perform his assigned the duties of Chief Financial Officer of SHC for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable Ohlxxxxxx xxable to return to his duties for CSLSHC. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLSHC, and the other of the two (2) physicians shall be selected in good faith by EmployeeOhlxxxxxx. In the event that the two (2) physicians selected do not agree as to whether Employee is Ohlxxxxxx xx disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition Ohlxxxxxx'x xondition shall be conclusive upon CSL SHC and Employee for Ohlxxxxxx xxr purposes of this Agreement.
B) A termination of Employee’s employment Ohlxxxxxx'x xxployment by CSL SHC shall be deemed to be “"for cause” " if it is based upon (i) Employee is charged with and then Ohlxxxxxx xxving been convicted of any misdemeanor or any felony involving personal dishonestya felony, (ii) material disloyalty by Employee to Ohlxxxxxx xx the Company, including but not limited to embezzlement, or (iii) Employee’s Ohlxxxxxx'x xxterial failure or refusal to perform his duties in accordance with this Agreement.
C) A resignation by Employee shall Ohlxxxxxx xxall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material breach by SHC of the Company's obligations to Ohlxxxxxx xxder this Agreement or under the Company's Stock Option Plan, (ii) a diminution in Employee’s duties Ohlxxxxxx'x xxtle, duties, base salary or base salary, benefits which is not part of an overall diminution for all executive officers offices of the Company, or (iiiii) Ohlxxxxxx xxing forced to relocate from the Wichita, Kansas area following a material breach by CSL Change of Control of the Company’s obligations to Employee under this Agreement.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties of Executive Chairman of the Board of LTC for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B(b) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as provided in Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties or base salaryExecutive's title (except as permitted in Section 6(d) of this Agreement), which is not part of an overall diminution for all executive officers of the Companyduties, or salary; (ii) a material breach reduction in benefits; (iii) a direction by CSL the Board of Directors that Executive report to any person or group other than the Company’s obligations to Employee under Board of Directors, or (iv) a geographic relocation of Executive's place of work a distance of more than fifty (50) miles from LTC's offices located 31365 Oak Crest Drive, Suite 200, Westlake Village, CA 91361. Executixx'x xxxxxxxxx xxxx x xxxxxxxxxxx xxx xxxxx xxxx xxx xx xxx events stated in this Agreementsection shall be conclusive and binding for purposes of this Agreement if the resignation occurs within twelve (12) months following the event.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “disabled” if both of the following conditions have been satisfied: (i) a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansand qualified physician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar consecutive days or more, and which conditionor for sixty (60) days or more out of any (90) day period, and, (ii) in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite and long term period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementher duties.
B(b) A termination of EmployeeExecutive’s employment by CSL LTC shall be deemed to be for “for causeCause” if if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor a felony; or any felony involving personal dishonesty, (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or (iii) Employeebreach of Executive’s failure or refusal agreement not to perform his duties engage in accordance with business for another enterprise of the type engaged in by the Company, except as permitted pursuant to Section 3 of this Agreement; or (iv) the engaging in unethical or illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to the Company; or (v) a material breach of this Agreement which causes material and demonstrable harm to the Company. The Company shall have the right to suspend Executive with full pay and benefits, for a reasonable period not to exceed 45 days, to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred.
C(c) A resignation by Employee Executive of her employment shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for with “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties title, duties, or base salary, which is not part of an overall diminution for all executive officers of the Company, Base Salary; or (ii) a direction by the Board of Directors that Executive report to any person or group other than the Board of Directors; (iii) a geographic relocation of Executive’s place of work a distance of more than ten miles (10) from Westlake Village, CA (unless such relocation results in LTC’s offices being 25 miles or less from Executive’s primary residence as of the date when the relocation occurs); or (iv) the material breach of this agreement by CSL LTC.
(i) Good Reason shall not exist unless the Executive gives the Company written notice within thirty (30) days after the discovery of the Companyoccurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Executive may terminate his employment for Good Reason. However, such termination must occur within 2 years following the initial existence of the condition specified in Section 5(c) which constitutes the basis for Good Reason.
(ii) Cause shall not exist unless the Company gives Executive written notice within thirty (30) days after the discovery of the occurrence of the event which the Company believes constitutes the basis for Cause, specifying the particular act or failure to act which the Company believes constitutes the basis for Cause. If the Executive fails to cure such act or failure to act, if curable, within thirty (30) days after receipt of such notice, the Company may terminate Executive’s obligations to Employee under this Agreementemployment for Cause. For the avoidance of doubt, if such act is not curable, the Company may terminate Executive’s employment for Cause upon providing written notice of termination specifying the reasons therefore.
Appears in 1 contract
Samples: Executive Employment Agreement (LTC Properties Inc)
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and result in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One her duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled “Disabled” if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSLSSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLCompany, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to EmployeeExecutive’s condition shall be conclusive upon CSL SSL and Employee Executive for purposes of this Agreement.
B(b) A termination of EmployeeExecutive’s employment by CSL SSL shall be deemed to be “for causeCause” if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive’s fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employeecommitted a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company’s failure code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company’s policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. “Cause” shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board or CEO; (b) pursuant to the good faith reliance of the advice of the Company’s legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reasonGood Reason” if it is based upon (i) a material diminution in EmployeeExecutive’s duties or base salaryBase Salary, which is not part of an overall diminution for all executive officers of the Company, or (ii) a material diminution in or other substantial adverse alteration in (A) the nature or scope of Executive’s responsibilities with Company or (B) the reporting lines between Executive and the CEO, (iii) the Company requiring Executive to be based at a location in excess of fifty (50) miles from the location of the Company’s principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iv) a material breach by CSL SSL of the Company’s obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive’s employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of his resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Sonida Senior Living, Inc.)
Certain Terms Defined. For purposes of this Agreement:
A) Employee a. Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties of President and Chief Financial Officer of LTC for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreementduties.
B) b. A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreementand responsibilities as if such suspension had never occurred.
C) c. A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all senior executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of Executive's place of work a distance of more than seventy five (75) miles from LTC's offices located at 000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx. It shall also constitute Good Reason for Executive to resign his employment if the Company’s obligations shareholders of LTC shall fail to Employee under this Agreementelect or reelect him to the Board of Directors of LTC, unless he declines to be elected to such Board of Directors.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee unable to perform his assigned the duties of Chief Executive Officer, Vice Chairman and member of the Board of Directors of CSL for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s 's condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
B) A termination of Employee’s 's employment by CSL shall be deemed to be “"for cause” " if it is based upon (i) a final, nonappealable conviction of Employee is charged with and then convicted for commission of any misdemeanor or any a felony involving personal dishonestymoral turpitude, (ii) disloyalty by Employee Employee's willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company, including but not limited to embezzlement's reputation, or (iii) Employee’s 's material failure or refusal to perform his duties in accordance with this Agreement, if Employee has failed to cure such failure or refusal to perform within thirty (30) days after the Company notifies Employee in writing of such failure or refusal to perform.
C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “"good reason” " if it is based upon (i) a material diminution in Employee’s 's duties or base salary, which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by CSL of the Company’s 's obligations to Employee under this Agreement or under the Company's Stock Option Plan, if adopted.
D) A Fundamental Change shall be defined as any of the following: (A) a merger, consolidation, statutory share exchange or sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company that requires the consent or vote of the holders of the Company's Common Stock, other than a consolidation, merger or share exchange of the Company in which the holders of the Company's Common Stock immediately prior to such transaction have the same proportionate ownership of Common Stock of the surviving corporation immediately after such transaction; (B) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (C) the cessation of control (by virtue of their not constituting a majority of directors) of the Board of Directors of the Company by the individuals (the "Continuing Directors") who (x) at the date of this Agreement were directors or (y) become directors after the date of this Agreement and whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Agreement or whose election or nomination for election was previously so approved; (D) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of an aggregate of 20% or more of the voting power of the Company's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934) who beneficially owned less than 15% of the voting power of the Company's outstanding voting securities on the date of this Agreement, or the acquisition of beneficial ownership of an additional 5% of the voting power of the Company's outstanding voting securities by any person or group who beneficially owned at least 15% of the voting power of the Company's outstanding voting securities on the date of this Agreement; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a Fundamental Change hereunder if the acquiror is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a wholly-owned subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in the same proportions as their ownership of voting securities of the Company or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (E) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) a licensed physiciansphysician selected by the Board of Directors in good faith, has rendered Employee Executive unable to perform his assigned the duties set forth in Section 1 hereof for a period of ninety sixty (9060) calendar days or more, and which conditionmore and, in the written opinion of such physiciansphysician, is likely to the condition will continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One duties;
(1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.
Bb) A termination of Employee’s Executive's employment by CSL LTC shall be deemed to be “for cause” if "Cause" if, and only if, it is based upon (i) Employee is charged with and then convicted conviction of any misdemeanor or any felony involving personal dishonesty, a felony; (ii) material disloyalty by Employee to the Company, including but not limited to Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) Employee’s failure the engaging in unethical or refusal illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to perform his the Company. The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties in accordance with this Agreement.and responsibilities as if such suspension had never occurred;
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, voluntary and shall be deemed to be a resignation for “good reason” with "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's title, duties, or base salary, ; (ii) a reduction in benefits which is not part of an overall diminution for across-the-board reduction in benefits of all executive officers personnel; (iii) a direction by the Board of Directors that Executive report to any person or group other than the CompanyChief Executive Officer and/or Chief Financial Officer or the Board of Directors, or (iiiv) a material breach by CSL geographic relocation of the Company’s obligations to Employee under this Agreement.Executive's place of work a distance for more than seventy-five (75) miles from LTC's offices located at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000;
Appears in 1 contract
Certain Terms Defined. For purposes of this Agreement:
A(a) Employee Executive shall be deemed to be disabled "Disabled" if a physical or mental condition shall occur and persist which, in the written opinion of two (2) licensed physicians, has rendered Employee Executive unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee Executive unable to return to his duties for CSL. One (1I) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSLCompany, and the other of the two (2) physicians shall be selected in good faith by EmployeeExecutive. In the event that the two (2) physicians selected do not agree as to whether Employee Executive is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s Executive's condition shall be conclusive upon CSL and Employee Executive for purposes of this Agreement.
B(b) A termination of Employee’s Executive's employment by CSL shall be deemed to be “"for cause” Cause" if it is based upon Executive has (i) Employee is charged with and then been indicted for any felony, or convicted of any a misdemeanor or any felony involving personal dishonesty, (ii) committed an act of disloyalty by Employee pertaining to Executive's fiduciary duties to the CompanyCompany or its affiliates, including but not limited to embezzlement, misuse or diversion of funds, (iii) Employee’s failure committed a willful breach of any material employment policy of the Company, including, but not limited to, conduct relating to falsification of business records, violation of the Company's code of business conduct and ethics, harassment, creation of a hostile work environment, excessive absenteeism, insubordination, violation of the Company's policy on drug and alcohol use, or refusal violent acts or threats of violence, (iv) materially breached a covenant, representation, warranty or obligation of Executive under this Agreement, (v) materially failed to perform his duties job duties, or failed to follow or comply with the lawful and reasonable directives of the Board, in accordance the case of this subsection (v) after Executive shall have been informed, in writing, of such performance issues and given a period of thirty (30) days to remedy the same, to the extent curable. "Cause" shall not include or be predicated upon any act or omission by Executive which is taken or made either (a) at the direction of the Board or CEO; (b) pursuant to the good faith reliance of the advice of the Company's legal counsel pertaining to the implementation or effectuating of any Company policy; or (c) to comply with this Agreementa lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.
C(c) A resignation by Employee Executive shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” "Good Reason" if it is based upon (i) a material diminution in Employee’s duties Executive's Base Salary, (ii) a material diminution in or base salaryother substantial adverse alteration in (A) the nature or scope of Executive's responsibilities with Company or (B) the reporting lines between Executive and the CEO, which is not part (iii) the Company requiring Executive to be based at a location in excess of an overall diminution for all executive officers fifty (SO) miles from the location of the Company's principal executive office as of the effective date of this Agreement, except for required travel on Company business; or (iiiv) a material breach by CSL of the Company’s 's obligations to Employee Executive under this Agreement. Notwithstanding the foregoing, Executive shall not have the right to terminate the Executive's employment hereunder for Good Reason unless (A) within sixty (60) days of the initial existence of the condition or conditions giving rise to such right, Executive provides written notice to the Company of the existence of such condition or conditions, and (B) the Company fails to remedy such condition or conditions within thirty (30) days following the receipt of such written notice. If any such condition is not remedied within such thirty (30)-day period, Executive may provide a notice of his resignation for Good Reason within five (5) business days thereafter.
Appears in 1 contract
Samples: Executive Employment Agreement (Capital Senior Living Corp)
