Company Breach. Any other material breach by the Company of any material provision of this Agreement.
Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as Executive Vice President and Chief Credit Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary in the manner and amounts specified in section 3.1 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the San Francisco, California metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).
Company Breach. The Executive may terminate the Executive's employment hereunder for Company Breach. For purposes of this Agreement "COMPANY BREACH" shall mean:
Company Breach. In the event of the breach of any material provision of this Agreement by the Company, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) performance bonuses, in the manner and amount specified in Section 3.2 and (iii) fringe benefits and additional benefits in the manner and amounts specified in Section 3.5 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Execu- tive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the Fort Lauderdale, Florida metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and bonus payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced.
Company Breach. A date specified by the Executive by notice to the Company upon a breach by the Company of any of its material covenants or agreements contained in this Agreement if (i) such breach is not cured by the Company within thirty (30) days after being given notice of such breach by the Executive and (ii) such notice by the Executive to the Company is given to the Company within thirty (30) days following the Executive obtaining knowledge of the occurrence of such breach.
Company Breach. Any other material breach by the Company of any material provision of this Agreement, which will be deemed to include failure of a successor to the Company to assume this Agreement in accordance with Section 12(a)(i) below.
Company Breach. In the event of the Company's material breach of any provisions of this Agreement, Executive shall have the right to terminate his employment hereunder; provided that Executive shall give written notice to the Company of his intent to so terminate setting forth the basis for such termination, and the Company shall then have thirty (30) days after receipt of such notice to cure the subject breach.
Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company (including without limitation the failure to obtain shareholder approval of the stock option grant described under Section 3.7, to the extent such approval is required under such Section 3.7, at or prior to the Company's first annual meeting of shareholders following the date of this Agreement) or (b) a Change in Control of the Company (provided, that, for purposes of the definition of "Change in Control" under this provision, "Person" shall not include any entity that as of the date of this Agreement owns more than 10% of the outstanding shares of the Common Stock), the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary, in the manner and amount specified in Section 3.1, (ii) at the time such bonus payments would have otherwise been paid, the sum of (A) in the event of the Executive's termination prior to payment of the 1998 Bonus, the 1998 Bonus and (B) an amount equal to the Executive's target bonus opportunity percentage as in effect as of the date of termination, multiplied by the Executive's Base Salary as of the date of termination, payable with respect to each remaining bonus period which would have otherwise ended during the Term (the "Full Bonus Periods"), and payable on a pro rata basis for the final bonus period which would have otherwise commenced during the scheduled Term following the last Full Bonus Period (based upon the portion of such bonus period which would have been completed as of the end of the scheduled Term), and (iii) medical, dental, life and long-term disability insurance benefits in the manner and amounts specified in Sections 3.6 (provided that the Executive shall continue to bear the cost of such benefits required to be paid by employees) or, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"); PROVIDED, HOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employee-provided plan, the medical and other welfare benefits described herein shall be secondary to t...
Company Breach. Employee receives Base Salary, performance bonuses and all benefits for longer of balance of term or 12 months; if end-of-term provisions are in effect, for balance of 12 month period; prorated performance bonus paid if otherwise due for balance of term; employee obligated to mitigate.
Company Breach. 1. Upon the occurrence of any breach by the Company of this Agreement within the meaning of subparagraph 2, below, Executive may give the Company written notice of his intention to resign effective the 30th day following the date of such notice. If the Company does not fully remedy such breach within 15 days of the date of such notice, Executive's resignation will become effective on such 30th day. If the Executive resigns in accordance with this paragraph during the Term of Employment, his employment will be deemed to have been terminated by the Company for reasons other than Cause (and he will be deemed to have offered to continue to provide services to the Company), and he will be entitled to all the payments and rights and benefits described in paragraph A of this Article V; provided that such payments and rights and benefits will in no event be less than they would have been had such termination taken place on the date that the Company first breached this Agreement.
2. The following events are breaches by the Company of this Agreement within the meaning of this paragraph B of Article V:
(a) any reduction of, or failure to pay, Executive's salary as described in paragraph A of Article IV;
(b) any failure to provide the benefits required by paragraph B of Article IV or to make any payment which might be due in accordance with paragraph C of Article IV;
(c) assignment to Executive of any duties inconsistent in any respect with his position (including status, offices and titles), authority, duties or responsibilities as contemplated by paragraph A of Article III, and as is further inconsistent with those customary to the industry, or any other action by the Company which results in a diminution of such position, authority, duties or responsibilities as not customary in the industry;
(d) failure after a Change of Control to comply with and satisfy Article IX;
(e) relocation of the Company's principal executive offices, or any event that causes Executive to have his principal place of work changed, to any location outside the St. Xxxxxx, Michigan area, unless such relocation is mutually agreed upon by Executive and the Company;
(f) any requirement by the Company that Executive travel away from his office in the course of his duties significantly more than what is customary to the industry; and
(g) without limiting the generality or effect of the foregoing, any other material breach of this Agreement by the Company or any successor thereto or transferee of s...
