Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 2 contracts
Samples: Employment Agreement (Grey Wolf Inc), Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 20 miles of the Company's current location; (iii) the liquidation, dissolution, dissolution consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than (a) a consolidation or merger in which the Company is the sole surviving entity or
(b) a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salarysalary below $200,000 per year or change by the Company without the consent of the Executive in the method of determining the Executive's annual bonus that results in a reduction of such annual bonus; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities facilities, staff and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viivi) the notification by the Company of the Company's intention not to observe or perform one or more of the material obligations of the Company under this Agreement; (viiivii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiviii) failure of the Company to pay the Annual Salary, the Incentive Bonus or any other compensation or amounts payable hereunder when due; or (ix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company Committee, specifying the event relied upon for such termination and given within sixty (60) 90 days after such event. Any constructive termination shall be effective sixty (60) 30 days after the date the Company Committee has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 30 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 2 contracts
Samples: Employment Agreement (Chiles Offshore LLC), Employment Agreement (Chiles Magellan LLC)
Constructive Termination Without Cause. Notwithstanding any other provision (a) Resignation by Executive for good reason ("Constructive Termination Without Cause") shall mean a termination of this Agreement, the Executive's employment under this Agreement may be terminated during at his initiative following the Term by the occurrence, without Executive's written consent, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a material diminution in Executive's duties, responsibilities, authority, or status, (ii) a reduction in Executive's Base Salary below $560,000 per year or failure to elect pay Executive's bonus or reelect incentive compensation in violation of Section 1.7(a) or (b), (iii) a failure to appoint convey, within 10 business days after written request of Executive, any vested Restricted Shares or reappoint any shares purchased upon exercise of the Option, (iv) the assignment to Executive of duties or obligations despite his stated written objection to the Board which would require Executive to violate any law, or interpretation thereof, of any governmental body of the United States or the state of Colorado, (v) an involuntary relocation of Executive's office outside of President and Chief Executive Officer Eagle or Summit Counties or the Denver metropolitan area or away from the Company's principal executive offices, or (vi) a failure of the Company or other material change by the Company to comply with any of the material terms of this Agreement.
(b) In the event of a Constructive Termination Without Cause, if Executive executes the Release, Executive shall be entitled to receive (i) two years' of Executive's functionsBase Salary in accordance with Section 1.4 or, duties or responsibilities which change would reduce if greater, for the ranking or level, dignity, responsibility, importance or scope balance of the current Employment Term (without regard to Executive's position removal), payable in accordance with the Company from the position and attributes thereof described in Section 1 above; Company's normal payroll practices over such period, (ii) previously vested shares of Restricted Stock and Options, (iii) upon the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles achievement of the Company's current location; (iii) the liquidationperformance targets for such year, dissolution, consolidation or merger a pro rata portion of the Company, or transfer of all or substantially all of its assets, other than a transaction incentive compensation Executive would have received under the plans described in Section 1.7(b) for the year in which such termination occurred, which amounts shall be payable in accordance with the terms of the applicable plan, (iv) all deferred incentive compensation earned by Executive with respect to prior years, which amounts shall be payable at the Company's option either in a successor corporation lump sum within 30 days of termination or in accordance with a net worth substantially the same as or greater than that terms of the applicable plan, (v) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company assumes this Agreement then in effect, and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the Release, all unvested shares of Restricted Stock and Tranche A of the Option shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 5.5. In the event Executive refuses to execute the Release, he shall receive, as liquidated damages for the failure of the Company to continue to provide employ Executive, only the amount due to Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of under the Company's intention not then current severance pay plan for employees and (i) Base Salary to observe the extent already earned or perform one accrued, (ii) all deferred incentive compensation earned by Executive with respect to prior years, which amounts shall be payable at the Company's option either in a lump sum within 30 days of termination or more in accordance with the terms of the obligations applicable plans, (iii) previously vested shares of Restricted Stock and Options, (iv) all amounts (including accrued vacation pay) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company then in effect, and (v) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. The Company shall have no further liability or obligation to Executive for compensation under this Agreement; .
(viiic) the failure by the Company Prior to indemnifyresigning under this Section, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by give written notice to the Company specifying the event relied upon Board and offer a 30-day period for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company to cure. If, and only if, the Company cures an issue raised by the Executive under this Section, and Executive again feels it necessary to resign under this Section, Executive shall again given written notice to the Board and offer a new 30-day period for the Company to cure. If no cure has been given effected by the end of the applicable cure period, Executive may resign immediately in accordance with the provisions of subsections (a) and (b) above. After two such cure periods, only written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not must be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is given but no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereundercure period will be required.
Appears in 2 contracts
Samples: Employment Agreement (Vail Resorts Inc), Employment Agreement (Vail Resorts Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 30 miles of the Company's current locationdowntown Houston; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than (a) a consolidation or merger in which the Company is the sole surviving entity or (b) a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salarysalary below $280,000 per year or change by the Company without the consent of the Executive in the method of determining the Executive's annual bonus that results in a reduction of such annual bonus; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities facilities, staff and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viivi) the notification by the Company of the Company's intention not to observe or perform one or more of the material obligations of the Company under this Agreement; (viiivii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiviii) failure of the Company to pay the Performance Bonus, the Deferred Bonuses, the Annual Salary, the Stay Bonus, the incentive bonus or any other compensation or amounts payable hereunder when due; or (ix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company Committee, specifying the event relied upon for such termination and given within sixty (60) 90 days after such event. Any constructive termination shall be effective sixty (60) 30 days after the date the Company Committee has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 30 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 2 contracts
Samples: Employment Agreement (Ensco International Inc), Employment Agreement (Ensco International Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer – Human Resources of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's ’s fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer -- International Operations of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) another place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for of such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Executive Vice President and Chief Executive Operating Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which termination shall be deemed to be constructive termination by the Company without Cause, Cause if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company GMI or other material change by the Company of or GMI which would reduce the Executive's functions, duties title or position or assign him responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position not in keeping with the Company from the position of Chief Executive Officer and attributes thereof President described in Section 1 above; (ii) the assignment or reassignment by the Company or GMI of the Executive to a location not within fifty (50) miles outside an area of the Company's current locationmetropolitan Houston, Texas; (iii) the liquidation, dissolution, consolidation or merger of the CompanyCompany or GMI, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company and GMI hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of by GMI or the Company to continue to provide indemnify the Executive with office space, related facilities and secretarial assistance that are commensurate in accordance with the Executive's responsibilities to and position with the Companyprovisions of Attachment A hereto; (vii) the notification by Executive is not re-elected to the Company of Board immediately after his term on the Company's intention not to observe Board expires; or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by GMI, the Company or any of its their subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to each member of the Company Board, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any such constructive termination shall be effective sixty (60) 60 days after the date each member of the Company Board has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Senior Vice President and Chief Executive Officer of the Company - Human Resources or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Chairman of the Board, President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 35 miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company President of the Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the President of the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Advanced Technical Products Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Senior Vice President/Chief Executive Financial Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) another place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
4.7 For the purposes hereof, a "Change of Control of the Company" shall be deemed to have occurred if after the effective date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act")), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least a majority of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy contest or a consent solicitation, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least a majority of the members of the Board in office, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this Section 4.7, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 35 miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salarysalary or change by the Company without the consent of the Executive in the method of determining the Executive's annual bonus that results in a reduction of such annual bonus; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viivi) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viiivii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; or (xiviii) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to each member of the Company Board, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company Chairman of the Board has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days 13 after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles outside an area of metropolitan Houston, Texas, designated on the Company's current locationmap attached as Exhibit B to this Agreement; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salarysalary or change by the Company without the consent of the Executive in the method of determining Executive's annual bonus that results in a reduction of such annual bonus, calculated on the assumption that any objectives for full payment are attained but not exceeded; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times . Any such termination shall be made by written notice to each member of the Company Board, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date each member of the Company Board has been given such written notice setting forth the grounds for such termination with specificity; providedPROVIDED, howeverHOWEVER, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Senior Vice President and Chief Executive Officer of the Company - Operations or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer - Human Resources of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) another place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; providedPROVIDED, howeverHOWEVER, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and President, Chief Executive Officer and Chairman of the Board of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's ’s fixed salary; (v) a Change of Control as hereinafter definedControl; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice from the Executive to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificityspecificity (the “Cure Period”); provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice during the Cure Period the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the 10 Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Financial Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 aboveCompany; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 35 miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viivi) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viiivii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; or (xiviii) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company President of the Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the President of the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer - Operations of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) mother place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, howeverHOWEVER, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer - U.S. Offshore Operations of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iviii) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (viiv) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viiv) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viiivi) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; or (xivii) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company President of the Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the President of the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 35 miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salarysalary or change by the Company without the consent of the Executive in the method of determining the Executive's annual bonus that results in a reduction of such annual bonus; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (viivi) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viiivii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; or (xiviii) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.notice
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer — Human Resources of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's ’s fixed salary; (v) a Change of Control (subject to amendment as hereinafter definedprovided in Section 7.14); (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice from the Executive to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificityspecificity (the “Cure Period”); provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice during the Cure Period the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Executive Vice President and Chief Executive Financial Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) 35 miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company President of the Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the President of the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Advanced Technical Products Inc)
Constructive Termination Without Cause. Notwithstanding (a) Resignation by Executive for good reason (“Constructive Termination Without Cause”) shall mean a termination of Executive’s employment at his initiative following the occurrence, without Executive’s written consent, of (i) a material diminution in Executive’s duties, responsibilities, authority, or status (including the appointment of an executive Chairman of the Board), (ii) a reduction in Executive’s Base Salary below $815,000 per year or such higher amount as increased by the Board in future years or failure to pay Executive’s bonus or incentive compensation in violation of Section 1.7, (iii) a failure to convey, within 10 business days after written request of Executive, any other provision vested Restricted Shares or any shares owed to Executive upon the exercise of any SARs, (iv) the assignment to Executive of duties or obligations despite his stated written objection to the Board which would require Executive to violate any law, or interpretation thereof, of any governmental body of the United States or the state of Colorado, (v) an involuntary relocation of Executive’s office outside of the Denver metropolitan area or away from the Company’s principal executive offices, (vi) a failure of the Company to comply with any of the material terms of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: or (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (iivii) the assignment or reassignment by the Company occurrence of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control (as hereinafter defined; defined below).
(b) In the event of a Constructive Termination Without Cause, if Executive executes the Release, Executive shall be entitled to receive (i) two years’ of Executive’s Base Salary in accordance with Section 1.4 or, if greater, for the balance of the current Employment Term (without regard to Executive’s removal), payable in accordance with the Company’s normal payroll practices over such period, provided that, to the extent required by Section 409A of the Code, amounts otherwise payable under this clause (i) within six months after the Executive’s termination of employment shall be deferred to and paid on the day following the six month anniversary of such termination of employment, (ii) previously vested shares of Restricted Stock and SARs, (iii) upon the achievement of the Company’s performance targets for such year, a pro rata portion of the incentive compensation Executive would have received under the plans described in Section 1.7 for the year in which such termination occurred, which amounts shall be payable in accordance with the terms of the applicable plan, (iv) all deferred incentive compen- sation earned by Executive with respect to prior years, which amounts shall be payable in accordance with the terms of the applicable plan, (v) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company then in effect, and (vi) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the Release, all unvested shares of Restricted Stock and SARs (including grants of restricted stock, options, SARs or other equity incentives made subsequent to the Effective Date) shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 5.5. In the event Executive refuses to execute the Release, he shall receive, as liquidated damages for the failure of the Company to continue to provide employ Executive, only the amount due to Executive under the Company’s then current severance pay plan for employees and (i) Base Salary to the extent already earned or accrued, (ii) all deferred incentive compensation earned by Executive with office spacerespect to prior years, related facilities and secretarial assistance that are commensurate which amounts shall be payable in accordance with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company terms of the Company's intention not applicable plans, (iii) previously vested shares of Restricted Stock and SARs, (iv) all amounts (including accrued vacation pay) to observe or perform one or more which Executive is then entitled upon termination of the obligations employment under applicable plans and programs of the Company then in effect, and (v) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. The Company shall have no further liability or obligation to Executive for compensation under this Agreement; .
(viiic) the failure by the Company Prior to indemnifyresigning under this Section, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by give written notice to the Company specifying the event relied upon Board and offer a 30-day period for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company to cure. If, and only if, the Company cures an issue raised by the Executive under this Section, and Executive again feels it necessary to resign under this Section, Executive shall again given written notice to the Board and offer a new 30-day period for the Company to cure. If no cure has been given effected by the end of the applicable cure period, Executive may resign immediately in accordance with the provisions of subsections (a) and (b) above. After two such cure periods, only written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not must be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is given but no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereundercure period will be required.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Executive Vice President and Chief Executive Operating Officer of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed ’s annual salary; (v) a Change of Control (subject to amendment as hereinafter definedprovided in Section 7.14); (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice from the Executive to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificityspecificity (the “Cure Period”); provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice during the Cure Period the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Executive Vice President and Chief Executive Operating Officer of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary’s Annual Salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the written consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 aboveCompany; (ii) the assignment or reassignment by the Company a material reduction in Executive’s Base Salary of the Executive to a location not within fifty (50) miles of the Company's current location$325,000; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the material obligations of the Company under this Agreement; (viiiv) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 12(a) of this Agreement; or (xivi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreementaffiliates. Any such termination pursuant to this Section 5(e) shall be made by Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty thirty (6030) days after such event. Any constructive termination pursuant to this Section 5(e) shall be effective sixty thirty (6030) days after the date Executive has given the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty thirty (6030) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's ’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Executive Vice President and Chief Executive Financial Officer of the Company or other material change by the Company of the Executive's ’s functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's ’s position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's ’s current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's ’s fixed salary; (v) a Change of Control (subject to amendment as hereinafter definedprovided in Section 7.14); (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's ’s responsibilities to and position with the Company; (vii) the notification by the Company of the Company's ’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice from the Executive to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificityspecificity (the “Cure Period”); provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice during the Cure Period the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Sr. Vice President and Chief Executive Officer - Domestic Operations of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) another place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; providedPROVIDED, howeverHOWEVER, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Senior Vice President and Chief Executive Officer of the Company - Marketing or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Senior Vice President and Chief Executive Financial Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of Vice President and Chief Executive Officer of Marketing of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) another place of employment more than 50 miles from the Executive's principal place of residence in the Company's current locationHouston, Texas, metropolitan area; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than at least equal to that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xiix) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this the Agreement, but only if such notice is given before the Term has been automatically extended three times. Any such termination shall be made by written notice to the Company Company, specifying the event relied upon for such termination and given within sixty (60) 60 days after such event. Any constructive termination shall be effective sixty (60) 60 days after the date the Company has been given such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) 60 days after such notice the action constituting such ground for termination has been cured and is no longer continuing. A constructive termination by the Company without Cause shall terminate the Restrictive Period hereunder.
Appears in 1 contract
Samples: Employment Agreement (Grey Wolf Inc)
