Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date of the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date (the “Contract End Date”). b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW. c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('dringende reden'), no notice period applies for the Party giving notice. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. d. If the Director is dismissed by the General Meeting of Shareholders of the Company, or if he resigns, as member of the Board of Management of the Company this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has submitted his written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company. f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause). g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation. h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company. i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.
Appears in 3 contracts
Samples: Services Agreement, Services Agreement, Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date of the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('dringende reden'), no notice period applies for the Party giving notice. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
d. If the Director is dismissed by the General Meeting of Shareholders of the Company, or if he resigns, as member of the Board of Management of the Company this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has submitted his written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.
Appears in 3 contracts
Samples: Services Agreement, Services Agreement, Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of your sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW, with a maximum of one time the your Annual Base Compensation.
h. In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 2 contracts
Samples: Services Agreement (Koninklijke Philips Nv), Services Agreement (Koninklijke Philips Nv)
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on at the date closing of the Annual General Meeting of Shareholders of the Company to be held in the fourth calendar year following the Commencement Date 2027 (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('dringende reden'), no notice period applies for the Party giving notice. For the definition of Any reference in this Contract to “urgent cause cause” ('dringende reden'), reference is made to article ) will have the meaning as set forth in Section 7:678 DCC and further.
d. If the Director is dismissed by the General Meeting of Shareholders of the Company, or if he resigns, as member of the Board of Management of the Company this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has submitted his written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and furthercause.
e. In deviation from clause 2 (c)2c, the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company Company
(i) for urgent cause ('dringende reden') cause, or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d)2d, in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden')cause, the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation Salary as defined in clause 3 4 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. 2f but shall instead be entitled to a lump sum of one time the Annual Base Compensation Salary divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base CompensationSalary.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) 2f and g) 2g above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement Contract that are – are, mutatis mutandis – mutandis, applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement Contract in addition to the once‐only one-off compensation mentioned in this clause shall be deducted from/set off against the once‐only one-off compensation mentioned in this clause.
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date of the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date (the ““ Contract End Date”).
b. . No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. . Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. . If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. . In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of sickness/your sickness/ incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/sickness/ incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. . If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. . If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW, with a maximum of one time the your Annual Base Compensation.
h. . In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. . The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the month in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.,
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of your sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re- appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW, with a maximum of one time the your Annual Base Compensation.
h. In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non- competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth second calendar year following the Commencement Date takes place (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. c. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, not for urgent cause as defined below, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. d. In deviation from clause 2 (cb), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of your sickness/incapacity for work. In deviation from clause 2 (dc), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. e. If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. g. The compensation as referred to in paragraphs f) and gclause e) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non- competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.,
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company Company
(i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of sickness/your sickness/ incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/sickness/ incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.“Algemene
h. In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth second calendar year following the Commencement Date takes place (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. c. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, not for urgent cause as defined below, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.,
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date of the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('dringende reden'), no notice period applies for the Party giving notice. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
d. If the Director is dismissed by the General Meeting of Shareholders of the Company, or if he resigns, as member of the Board of Management of the Company this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has submitted his written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only once-only compensation mentioned in this clause shall be deducted from/set off against the once‐only once-only compensation mentioned in this clause.
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”), it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company.
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company Company
(i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of sickness/your sickness/ incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/sickness/ incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re- appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW, with a maximum of one time the your Annual Base Compensation.
h. In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date of the Annual General Meeting of Shareholders of the Company in the fourth first calendar year following the Commencement Date (the “Contract End Date”).
b. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has reached the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW.
c. Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('dringende reden'), no notice period applies for the Party giving notice. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
d. If the Director is dismissed by the General Meeting of Shareholders of the Company, or if he resigns, as member of the Board of Management of the Company this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has submitted his written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('dringende reden'). For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further.
e. In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('dringende reden') or (ii) prior to the first day of sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during sickness or incapacity for work other than for urgent cause ('dringende reden') and after the first day of sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director as member of the Board of Management of the Company.
f. If the Contract is terminated at the initiative of the Company (whereby the Director's dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall be deemed a termination "at the initiative of the Company" for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('dringende reden'), the Director shall be entitled to a one off compensation in the amount of one time the Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('dringende reden'), reference is made to article 7:678 DCC and further. The Director shall not be entitled to such payment if the Contract is terminated immediately following a period of long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. If the Company does not elect to renew the Contract (e.g., because the Director is not re‐appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the term of appointment) the Director shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the Annual Base Compensation divided by 12, times the number of months the Director still has to serve before reaching the state pension age based on the AOW ("Algemene Ouderdomswet") or future legislation amending the state pension age based on the AOW, with a maximum of one time the Annual Base Compensation.
h. In case of termination of the Contract, the Director will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board of any and all companies affiliated to the Company.
i. The compensation as referred to in paragraphs f) and g) above, shall be deemed to include any amounts that may be payable to the Director in connection with the enforcement of the non‐competition clause as set forth in this agreement that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clause.
Appears in 1 contract
Samples: Services Agreement
Duration of the Engagement. a. The Contract shall be entered into for a fixed period of time. The Contract shall start on the Commencement Date and shall terminate by operation of law, without any prior notice being required, on the date last day of the quarter in which the Annual General Meeting of Shareholders of the Company in the fourth calendar year following the Commencement Date takes place (the “Contract End Date”).
b. , it being understood that for the period between such Annual General Meeting of Shareholders and the Contract End Date you shall act as an advisor to the Company. No later than six months before the Contract End Date the Parties will discuss a possible extension of the Contract. The Contract will terminate in any event, without prior notice of termination being required, at the first day of the month following the month in which the Director has you have reached the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW.
c. . Both Parties shall have the right to terminate this Contract before the Contract End Date or (if renewed) before any later Contract expiration date against the end of a ofa calendar month by giving written notice of termination. In this respect, the Parties agree to adhere to a notice period of six (6) months. If notice of termination is given by a Party for urgent cause ('‘dringende reden'’), no notice period applies for the Party giving notice. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
d. . If the Director is you are dismissed by the General Meeting of Shareholders of the Company, or if he resignsyou resign, as member of the Board of Management of the Company (and, in direct relation thereto, as member of the Executive Committee of the Company) this Contract is terminated by operation of law without any prior notice of termination being required, which termination shall take effect (i) as per the date six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or, as the case may be, (ii) as per the date six (6) months after the end of the calendar month in which the Director has you have submitted his your written resignation as member of the Board of Management of the Company. In deviation from the previous sentence, this Contract shall terminate with immediate effect as from the date per which (i) the General Meeting of Shareholders has dismissed the Director you as member of the Board of Management of the Company, or, as the case may be, (ii) the Director has you have resigned as member of the Board of Management of the Company, in the event such dismissal or resignation (as the case may be) is given/made for urgent cause ('‘dringende reden'’). For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further.
e. . In deviation from clause 2 (c), the Company cannot terminate this Contract during the first two (2) years of your sickness or incapacity for work (although it can already give notice of termination), except when notice of termination is given by the Company (i) for urgent cause ('‘dringende reden'’) or (ii) prior to the first day of your sickness/incapacity for work. In deviation from clause 2 (d), in the event of the Director's your dismissal as member of the Board of Management of the Company by the General Meeting of Shareholders during your sickness or incapacity for work other than for urgent cause ('‘dringende reden'’) and after the first day of your sickness/incapacity for work, this Contract shall terminate at the later of (i) the date which is six (6) months after the end of the calendar month in which the General Meeting of Shareholders has adopted the resolution pursuant to which the Director is you are dismissed as member of the Board of Management of the Company, or (ii) the date of the Director's your recovery from sickness/incapacity for work, but no later than at the date on which the incapacity for work has lasted for two (2) years. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Parties acknowledge and agree that this clause does not prevent the competent body from dismissing the Director you as member of the Board of Management of the Company.
f. . If the Contract is terminated at the initiative of the Company (whereby the Director's your dismissal by the General Meeting of Shareholders as member of the Board of Management of the Company shall also be deemed a termination "“at the initiative of the Company" ” for the purposes of this clause) or by mutual agreement (at the initiative of the Company) before the Contract End Date, or before any other expiration date if the Contract has been renewed, other than for urgent cause ('‘dringende reden'’), the Director you shall be entitled to a one off compensation in the amount of one time the your Annual Base Compensation as defined in clause 3 hereof. For the definition of urgent cause ('‘dringende reden'’), reference is made to article 7:678 DCC and further. The Director You shall not be entitled to such payment if the Contract is terminated immediately following a period of your long lasting sickness or disability which has lasted two years or longer (periods of incapacity for work that follow one another at intervals of less than four weeks shall be deemed one consecutive period of incapacity for work for the purposes of this clause).
g. . If the Company does not elect to renew the Contract (e.g., e.g. because the Director is you are not re‐appointed re-appointed by the General Meeting of Shareholders of the Company as member of the Board of Management of the Company upon expiration of the your term of appointment) the Director you shall not be entitled to the compensation referred to above under f. but shall instead be entitled to a lump sum of one time the your Annual Base Compensation divided by 12, times the number of months the Director you still has have to serve before reaching the state pension age based on the AOW ("“Algemene Ouderdomswet"”) or future legislation amending the state pension age based on the AOW, with a maximum of one time the your Annual Base Compensation.
h. . In case of termination of the Contract, the Director you will resign, with effect from a date to be determined by the Company but ultimately per the effective date of such termination, as member of the Board of Management and, in direct relation thereto, as member of any board or supervisory board the Executive Committee of any and all companies affiliated to the Company.
i. . The compensation as referred to in paragraphs clauses f) and g) above, shall be deemed to include any amounts that may be payable to the Director you in connection with the enforcement of the non‐competition non-competition clause as set forth in this agreement the General Terms of Employment that are – mutatis mutandis – applicable to the Director. Any other compensation/severance/damages payable to the Director by the Company in relation to the termination of this agreement in addition to the once‐only compensation mentioned in this clause shall be deducted from/set off against the once‐only compensation mentioned in this clauseyou.
Appears in 1 contract
