Definition of Termination Date. The first to occur of the following events shall be the Termination Date: 6.1.1 The date on which the Executive becomes entitled to receive long-term disability payments by reason of total and permanent disability; 6.1.2 The Executives death; 6.1.3 Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in the responsibility, authority, power or duty of the Executive or a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (Resignation with Reason); 6.1.4 Voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (General Resignation); 6.1.5 Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge: (i) a felonious act committed by Executive during his employment hereunder, (ii) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder, (iii) any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Board to the Employee setting forth the nature of the breach (Discharge for Cause); For purposes of this subparagraph (6.1.5), no act or failure to act on the Executives part shall be considered willful unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executives action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board of the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof in detail. 6.1.6 Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 (General Discharge). For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
Appears in 1 contract
Samples: Consulting Agreement (Carbon Credits International, Inc.)
Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
6.1.1 7.1.1. The date on which the Executive becomes entitled to receive long-term or short-term disability payments by reason of total and permanent disability;
6.1.2 7.1.2. The Executives Executive's death;
6.1.3 7.1.3. Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in (1) any change which limits or reduces the responsibility, authority, title, power or duty of the Executive; (2) any reduction in Executive's Base Salary without the Executive's prior written consent; (3) any relocation of the Executive from the Company's offices in Niwot, Colorado mandated by the Company's Board of Directors; (4) any failure by the Company to continue in effect any Benefit, or a any action by the Company which would adversely affect the Executive's participation in or reduce the Executive's benefit under any Benefit, without the Executive's prior written consent; or (5) any other material breach by the Company of any provision of this AgreementAgreement resulting from action by the Board of Directors, which breach continues for 30 10 business days following notice by the Executive to the Company setting forth the nature of the breach ("Resignation with Reason");
6.1.4 7.1.4. Voluntary resignation by the Executive which does not accompanied by a notice of reason described constitute Resignation with Reason as defined in Section 6.1.3 7.1.3 ("General Resignation");
6.1.5 7.1.5. Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:
(i) : a felonious material act committed by Executive during his employment hereunder,
(ii) any act or omission on the part of Executive not requested or approved by the Executive against the Company constituting involving moral turpitude; material willful malfeasance or gross negligence misconduct in the performance discharge of his duties hereunder,
(iii) duties; conviction of the Executive or the entry of a plea of guilty or nolo contendere by the Executive to any crime involving moral turpitude; or any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Board of Directors of the Company to the Employee Executive setting forth the nature of the breach ("Discharge for Cause"); For purposes of this subparagraph (6.1.5), no act or failure to act on the Executives part shall be considered willful unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executives action or omission was in the best interest of the Company;
7.1.6. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board of the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof in detail.
6.1.6 Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 7.1.5 ("General Discharge"). For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
Appears in 1 contract
Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
6.1.1 The date on which the Executive becomes entitled to receive long-term disability payments by reason of total and permanent disability;
6.1.2 The Executives death;
6.1.3 Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in the responsibility, authority, power or duty of the Executive or a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (Resignation with Reason);
6.1.4 Voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (General Resignation);
6.1.5 Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:
(i) a felonious act committed by Executive during his employment retention hereunder,
(ii) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder,
(iii) any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Board to the Employee setting forth the nature of the breach (Discharge for Cause); For purposes of this subparagraph (6.1.5), no act or failure to act on the Executives part shall be considered willful unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executives action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board of the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof in detail.
6.1.6 Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 (General Discharge). For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment retention under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
Appears in 1 contract
Samples: Consulting Agreement (Carbon Credits International, Inc.)
Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
6.1.1 The date on which the Executive becomes entitled to receive long-term disability payments by reason of total and permanent disability;
6.1.2 The Executives Executive’s death;
6.1.3 Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: material reduction in the responsibility, authority, power or duty of the Executive or a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (“Resignation with Reason”);
6.1.4 Voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (“General Resignation”);
6.1.5 Discharge of the Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:
(i) a felonious act committed by Executive during his employment hereunder,
(ii) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder,
(iii) any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Board Chief Executive Officer to the Employee setting forth the nature of the breach (“Discharge for Cause”); For purposes of this subparagraph (6.1.5), no act or failure to act on the Executives Executive’s part shall be considered willful “willful” unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executives Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board Chief Executive Officer of the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof in detail.
6.1.6 Discharge of the Executive by the Company not accompanied by a notice of cause described in Section 6.1.5 (“General Discharge”). For purposes of this Agreement Notice of Termination shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
Appears in 1 contract
Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
6.1.1 5.1.1. The date on which the Executive becomes entitled to receive long-term disability payments payment from the insurer by reason of total disability under Section 3.3 hereof and permanent disability;is terminated by the Company.
6.1.2 5.1.2. The Executives date of Executive's death;.
6.1.3 Voluntary 5.1.3. The date of Executive's voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation: resignation ("Resignation for Reason"): (a) a change be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change in Executive's title, (b) a material reduction (on a cumulative basis) in the responsibility, authority, power or duty of the Executive or (c) a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by the Executive to the Company setting forth the nature of the breach (Resignation with Reason);breach.
6.1.4 Voluntary 5.1.4. The date of Executive's voluntary resignation not accompanied by a notice of reason described in Section 6.1.3 (General Resignation);5.1.3 hereof.
6.1.5 Discharge 5.1.5. The date of the Company's discharge of Executive by the Company after one of the following events shall have occurred, which event shall be specified in writing to the Executive by the Company at the time of discharge:occurred ("Discharge for Cause"):
(ia) a felonious act (other than a motor vehicle violation) committed by Executive during his employment hereunder,;
(iib) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of his duties hereunder,hereunder that materially adversely affects the Company;
(iiic) conviction of Executive or the entry of a plea of guilt or nolo contendere by Executive to any crime involving moral turpitude; or
(d) any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Chairman of the Board to the Employee Executive setting forth the nature of the breach (Discharge for Cause); breach. For purposes of this subparagraph (6.1.5)Section 5.1.5, no act or failure to act on the Executives Executive's part shall be considered willful "willful" unless done or omitted to be done by Executive not in good bad faith and without reasonable belief that Executives Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been discharged Discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board of identifying the Company stating that in his good faith opinion Executive was guilty of conduct set forth in clauses (ia), (iib), (c) or (iiid) above of this subparagraph (6.1.5) Section 5.1.5 for which termination is made and specifying the particulars thereof in detail.
6.1.6 Discharge 5.1.6. The date of the Company's discharge of Executive by the Company not accompanied by a notice of cause Discharge for Cause described in Section 6.1.5 (General Discharge)5.1.5 hereof.
5.1.7. For purposes of this Agreement "Notice of Termination Termination" shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives Executive's employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
Appears in 1 contract
