Duties Upon Termination. In the event that the Employee's employment under this Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOA, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue to pay or provide to the Employee, or his estate, the amount specified in Section 2.1(i) during the period commencing on the expiration of the LOA and ending on the first anniversary of such expiration (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and (iii) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 1.
Appears in 4 contracts
Samples: Employment Agreement (Diodes Inc /Del/), Employment Agreement (Diodes Inc /Del/), Employment Agreement (Diodes Inc /Del/)
Duties Upon Termination. (a) In the event that the Employee's employment under this the Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue to pay or provide to the Employee, or his her estate, such compensation as is due pursuant to Section 2.1, prorated through the amount specified in Section 2.1(i) during the period commencing on the expiration date of the LOA and ending on the first anniversary of such expiration termination, (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and (iii) the Employee shall continue to be bound by Sections 1.5Section 4 of the Agreement and (iii) in the event that such employment is terminated (A) by the Company for any reason other than "for cause" (as defined below) or (B) by the Employee with "just reason" (as defined below), 1.6the Company shall pay or provide to the Employee, 1.7 or her estate, (I) a lump sum payment, not later than 30 days after such termination of employment, equal to the greater of (A) the remaining payments due to the Employee under this contract, including the contributions that would have been made on the Employee's behalf to any employee benefit plans of the Bank during the remaining term of the agreement or (B) three times the sum of the Employee's annual salary rate in effect on the date of termination plus the annual bonus for the most recent fiscal year prior to the fiscal year in which occurs the Employee's termination of employment, and 1(II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in Section 2.1(c), and all long-term incentive compensation (including, without limitation, those options set forth in Section 2.1(h)) shall vest at the date of such termination of employment.
(b) The Company shall be deemed to have terminated the employment of the Employee "for cause" if, but only if, such termination (i) shall result solely from the Employee's continued and willful failure or refusal to substantially perform her duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the
(a) (iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company.
(c) The Employee shall be deemed to have terminated her employment with "just reason" if such termination shall result, in whole or in part, from any of the following events:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company's rights under this Agreement to assume the Company's duties hereunder;
(iv) the Company directs the Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee's duties are materially reduced;
(vii) a relocation of Employee's principal place of employment by more than 25 miles by automobile from 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxxxx; (viii) liquidation or dissolution of the Bank; or
(ix) the death or disability of the Employee.
(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of her employment with the Company, or any amounts which might have been earned by the Employee in other employment had she sought such other employment.
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Duties Upon Termination. (a) In the event that the Employee's employment by the Company under this Agreement is terminated by (a) the Company without other than for "cause" (as defined above) which includes a termination by the Company due to Employee’s “causeDisability” (as defined in the Company’s 2013 Equity Incentive Plan), or (b) the Employee for "good reason" (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOA, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue to promptly pay or provide to the Employee, or his estate, the amount specified in Section 2.1(i), prorated through the date of termination, (ii) subject to Section 3.6, the Company shall continue to pay or provide (in accordance with the payment practices of Section 2.1(i)) to the Employee or his estate, the amount specified in Section 2.1(i) during the period commencing on the expiration 60th day after the effective date of the LOA such termination (provided that such first installment shall be in an aggregate amount that would otherwise have been provided to Employee under Section 2.1(i) for such 60 day period) and ending on the first anniversary of such expiration effective date, (iiiii) the Company shall pay to the Employee, or his estate, the amount specified in Section 2.1(iii) for the fiscal year in which such termination occurs, prorated to the date of the termination, (iv) subject to Section 3.6, the Company shall provide to the Employee continued participation in any group health plan or medical reimbursement plan on the terms existing on the date of termination for the period commencing on the effective date of such termination and ending on the earlier of 18 months thereafter or the date that the Company is otherwise unable to continue to cover Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), (iv) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, stock units, bonus units and stock grants) shall continue to vest pursuant to be governed by the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determinedapplicable award agreement, both as to vesting and exercisability, without regard to the termination of employment and (iiiv) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 11.8.
(b) In the event that the Employee's employment by the Company under this Agreement is terminated (a) by the Company for "cause" or (b) by the Employee other than for "good reason" or (c) due to Employee’s death, neither the Company nor the Employee shall have any remaining duties or obligations hereunder except that (i) the Company shall promptly pay or provide to the Employee, or his estate, the amount specified in Section 2.1(i), prorated through the date of termination, (ii) the Company shall pay to the Employee, or his estate, the amount specified in Section 2.1(iii) for the fiscal year in which such termination occurs, prorated to the date of the termination, (iii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, stock units, bonus units and stock grants) shall continue to be governed by the applicable award agreement, and (iv) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 1.8.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's employment under this Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue pay to pay or provide to the Employee, or his estate, such compensation as is due pursuant to paragraph 2.1, prorated through the amount specified in Section 2.1(i) during the period commencing on the expiration date of the LOA and ending on the first anniversary of such expiration termination, (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and (iii) the Employee shall continue to be bound by Sections 1.5paragraph 4 of this Agreement, 1.6and (iii) in the event that such employment is terminated (A) by Company for any reason other than “for cause” (as defined below) or (B) by Employee with “just reason” (as defined below), 1.7 the Company shall pay or provide to Employee, or his estate, (I) a lump sum payment, not later than 5 days after such termination of employment, equal to six (6) months of Employee’s salary at the time of termination; (II) a lump sum payment, not later than six (6) months following termination, equal to six months of Employee’s salary at the time of termination; (III) a lump sum payment, not later than one year following termination, equal to six months of Employee’s salary at the time of termination; and (IV) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in paragraph 2.1(c), and all long-term incentive compensation (including, without limitation, those equity allocations set forth in paragraph 2.1(h)) shall vest at the date of such termination of employment.
(b) The Company shall be deemed to have terminated the employment of Employee “for cause” if, but only if, such termination (i) shall result solely from Employee’s continued and willful failure or refusal to substantially perform his duties in accordance with the terms of this Agreement and shall have been approved by 66.66% of the Board (excluding Employee); provided, however, that the Employee first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Employee is subject to removal proceedings brought by a bank regulatory authority; or (iii) Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, Employee shall not be treated as having been terminated “for cause” and shall be entitled to prompt payment of all amounts described in paragraph 3.3(a)(iii). For purposes of this subparagraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.
(c) Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, in whole or in part, from any of the following events:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;
(iv) the Company directs Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee’s duties are materially reduced;
(vii) a relocation of Employee’s principal place of employment by more than 25 miles from 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx;
(viii) liquidation or dissolution of Bank; or
(ix) the death or disability of the Employee.
(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to Employee under this Agreement any amounts owed to the Company by Employee, any amounts earned by Employee in other employment after termination of his employment with Company, or any amounts which might have been earned by Employee in other employment had he sought such other employment.
(e) Without limiting any other remedies available to the Company, the payments to be made under this paragraph 3.3 after termination of Employee shall be subject to the Employee’s execution of a release agreement satisfactory to the Company and the Employee’s continued compliance with such agreement. Such release agreement shall contain, but not be limited to, provisions that (i) Employee shall not disparage Company; (ii) Employee shall not, for a period of one (1) year following termination, solicit or attempt to solicit, directly or indirectly any employee or customer of the Company; and (iii) Employee shall not, directly or indirectly, be employed by, be connected with, or have an interest of any kind in, any person or entity owning managing, controlling, operating, or otherwise participating or assisting in any business that is similar to or in competition with Company or any of its affiliates, within a 25 mile radius of any location where the Company or any subsidiary or parent thereof has a place of business.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's employment under this the Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall pay to the Employee, or his estate, such compensation as is due pursuant to Section 2.1, prorated through the date of termination, (ii) the Employee shall continue to be bound by Section 4 of the Agreement and (iii) in the event that such employment is terminated (A) by the Company for any reason other than "for cause" (as defined below) or (B) by the Employee with "just reason" (as defined below), the Company shall pay or provide to the Employee, or his estate, (I) a lump sum payment, not later than 30 days after such termination of employment, equal to the amount specified greater of (A) the remaining payments due to the Employee under this contract, including the contributions that would have been made on the Employee's behalf to any employee benefit plans of the Bank during the remaining term of the agreement or (B) three times the sum of the Employee's annual salary rate in effect on the date of termination plus the annual bonus for the most recent fiscal year prior to the fiscal year in which occurs the Employee's termination of employment, and (II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in Section 2.1(i2.1(c), and all long-term incentive compensation (including, without limitation, those options set forth in Section 2.1(h)) during shall vest at the period commencing on date of such termination of employment.
(b) The Company shall be deemed to have terminated the expiration employment of the LOA Employee "for cause" if, but only if, such termination (i) shall result solely from the Employee's continued and ending on willful failure or refusal to substantially perform his duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the Board (excluding the Employee); provided, however, that the Employee first anniversary of shall have received -------- written notice specifying the acts or omissions alleged to constitute such expiration failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue is subject to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and a removal proceedings brought by a bank regulatory authority; or (iii) the Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, the Employee shall continue not be treated as having been terminated "for cause" and shall be entitled to prompt payment of all amounts described in clause 3.3
(a) (iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be bound done, by Sections 1.5the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company.
(c) The Employee shall be deemed to have terminated his employment with "just reason" if such termination shall result, 1.6in whole or in part, 1.7 and 1from any of the following events:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company's rights under this Agreement to assume the Company's duties hereunder;
(iv) the Company directs the Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee's duties are materially reduced;
(vii) a relocation of the Employee's principal place of employment by more than 25 miles by automobile from 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxxxx;
(viii) liquidation or dissolution of the Bank; or
(ix) the death or disability of the Employee.
(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Employee in other employment had he sought such other employment.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's employment under this the Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall pay, on the date of such termination of employment, to the Employee, or his estate, such compensation as is due pursuant to Section 2.1, prorated through the date of termination, (ii) the Employee shall continue to be bound by Section 4 of the Agreement and (iii) in the event that such employment is terminated (A) by the Company for any reason other than “for cause” (as defined below) or (B) by the Employee with “just reason” (as defined below), the Company shall pay or provide to the Employee, or his estate, (I) a lump sum payment, not later than thirty days after such termination of employment, equal to the amount specified greater of (A) the remaining payments due to the Employee under this contract, including the contributions that would have been made on the Employee’s behalf to any employee benefit plans of the Company during the remaining term of the agreement or (B) three times the sum of the Employee’s annual salary rate in effect on the date of termination plus the annual bonus for the most recent fiscal year prior to the fiscal year in which occurs the Employee’s termination of employment, and (II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in Section 2.1(i2.1(c) during for a period of three (3) years from the period commencing on date of termination. All long-term incentive compensation shall vest at the expiration date of such termination of employment, and shall be payable according to the terms of the LOA applicable plan.
(b) The Company shall be deemed to have terminated the employment of the Employee “for Cause” if, but only if, such termination (i) shall result solely from the Employee’s continued and ending on willful failure or refusal to substantially perform his duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the Board (excluding the Employee); provided, however, that the Employee first anniversary of shall have received written notice specifying the acts or omissions alleged to constitute such expiration failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue is subject to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and a removal proceedings brought by a bank regulatory authority; or (iii) the Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, the Employee shall continue not be treated as having been terminated “for Cause” and shall be entitled to prompt payment of all amounts described in clause 3.4(a)(iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be bound done, by Sections 1.5the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interest of the Company.
(c) The Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, 1.6in whole or in part, 1.7 and 1from any of the following events, without the Employee’s prior written consent:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;
(iv) the Company directs the Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee’s duties are materially reduced.
(vii) a relocation of the Employee’s principal place of employment by more than 25 miles by automobile from 000 X. Xxx Xxxxxx Xxxxxx, Pasadena, CA 91101; or
(viii) liquidation or dissolution of the Bank;.
(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Employee in other employment had he sought such other employment.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's employment under this Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue pay to pay or provide to the Employee, or his estate, such compensation as is due pursuant to paragraph 2.1, prorated through the amount specified in Section 2.1(i) during the period commencing on the expiration date of the LOA and ending on the first anniversary of such expiration termination, (ii) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to vest pursuant to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard to the termination of employment and (iii) the Employee shall continue to be bound by Sections 1.5paragraph 4 of this Agreement, 1.6and (iii) in the event that such employment is terminated (A) by Company for any reason other than “for cause” (as defined below) or (B) by Employee with “just reason” (as defined below), 1.7 the Company shall pay or provide to Employee, or his estate, (I) a lump sum payment, not later than 5 days after such termination of employment, equal to six (6) months of Employee’s salary at the time of termination; (II) a lump sum payment, not later than six (6) months following termination, equal to six months of Employee’s salary at the time of termination; (III) a lump sum payment, not later than one year following termination, equal to six months of Employee’s salary at the time of termination; and (IV) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in paragraph 2.1(c), and all long-term incentive compensation (including, without limitation, those equity allocations set forth in paragraph 2.1(h)) shall vest at the date of such termination of employment.
(b) The Company shall be deemed to have terminated the employment of Employee “for cause” if, but only if, such termination (i) shall result solely from Employee’s continued and willful failure or refusal to substantially perform his duties in accordance with the terms of this Agreement and shall have been approved by 66.66% of the Board (excluding Employee); provided, however, that the Employee first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Employee is subject to removal proceedings brought by a bank regulatory authority; or (iii) Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, Employee shall not be treated as having been terminated “for cause” and shall be entitled to prompt payment of all amounts described in paragraph 3.3(a)(iii). For purposes of this subparagraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.
(c) Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, in whole or in part, from any of the following events:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;
(iv) the Company directs Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee’s duties are materially reduced;
(vii) a relocation of Employee’s principal place of employment by more than 25 miles from 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx;
(viii) liquidation or dissolution of Bank; or
(ix) the death or disability of the Employee.
(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to Employee under this Agreement any amounts owed to the Company by Employee, any amounts earned by Employee in other employment after termination of his employment with Company, or any amounts which might have been earned by Employee in other employment had he sought such other employment.
(e) Without limiting any other remedies available to the Company, the payments to be made under this paragraph 3.3 after termination of Employee shall be subject to the Employee’s execution of a release agreement satisfactory to the Company and the Employee’s continued compliance with such agreement. Such release agreement shall contain, but not be limited to, provisions that (i) Employee shall not disparage Company; (ii) Employee shall not, for a period of one (1) year following termination, solicit or attempt to solicit, directly or indirectly any employee or customer of the Company; and (iii) Employee shall not, directly or indirectly, be employed by, be connected with, or have an interest of any kind in, any person or entity owning managing, controlling, operating, or otherwise participating or assisting in any business that is similar to or in competition with Company or any of its affiliates, within a 25 mile radius of any location where the Company or any subsidiary or parent thereof has a place of business, for period of one year.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's ’s employment by the Company under this Agreement is terminated by (a) the Company without other than for “cause” (as defined above), or the Company breaches the provisions of this Agreement, (b) the Employee shall either for “good reason” (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) defined above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOA), neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall continue to pay or provide to the Employee, or his estate, the amount specified in Section 2.1(i) during the period commencing on the expiration effective date of the LOA such termination and ending on the first anniversary of such expiration effective date, (ii) the Company shall pay to the Employee, or his estate, the amount specified in Section 2.1 (iii) for the fiscal year in which such termination occurs, prorated to the date of the termination, (iii) the Company shall provide to the Employee continued participation in any group health plan or medical reimbursement plan on the terms existing on the date of termination for the period commencing on the effective date of such termination and ending 18 months thereafter, (iv) all stock-based compensation previously granted to the Employee (including, but not limited to, all stock options, stock appreciation rights, bonus units and stock grants) shall continue to vest pursuant be governed by the applicable award agreement, and (v) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 1.8.
(b) In the event that the Employee’s employment by the Company under this Agreement is terminated by (a) the Company for “cause” or (b) the Employee other than for “good reason,” neither the Company nor the Employee shall have any remaining duties or obligations hereunder except that (i) the Company shall promptly pay or provide to the vesting schedule Employee, or his estate, the amount specified in effect when Section 2.1(i), prorated through the stock based compensation was granted and date of termination, (ii) the Company shall remain fully exercisable pay to the Employee, or his estate, the amount specified in Section 2.1(iii) for the full term thereof determinedfiscal year in which such termination occurs, both as to vesting and exercisability, without regard prorated to the termination date of employment the termination, and (iii) the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 11.8.
Appears in 1 contract
Duties Upon Termination. (a) In the event that the Employee's employment under this the Agreement is terminated by the Company without “cause” (as defined above), or the Company breaches the provisions of this Agreement, the Employee shall either (at the option of the Employee) immediately begin a one year paid leave of absence (the “LOA”) or the Employee may forego the LOA and other benefits set forth in this Section 3.2 and terminate this Agreement in its entirety. During the LOA, Employee shall continue as a full time employee of the Company and shall continue to receive the salary, benefits and other compensation (except for the benefits set forth in Section 2.1(ii) above, which shall terminate at the beginning of the LOA) being received by the Employee immediately prior to the beginning of the LOA. Any benefits under Section 2.1(ii) shall be prorated as of the beginning of the LOA. During the LOA, the Employee shall not be required to perform any services for the Company, but shall have all other obligations (such as the duty of loyalty) owed by an employee to an employer, including those duties imposed by Sections 1.5, 1.6, 1.7, and 1.8 of this Agreement. The Company shall have no obligation to grant new stock options to the Employee during the LOA. At the expiration of the LOAterminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall pay, on the date of such termination of employment, to the Employee, or his estate, such compensation as is due pursuant to Section 2.1, prorated through the date of termination, (ii) the Employee shall continue to be bound by Section 4 of the Agreement and (iii) in the event that such employment is terminated (A) by the Company for any reason other than “for cause” (as defined below) or (B) by the Employee with “just reason” (as defined below), the Company shall pay or provide to the Employee, or his estate, (I) a lump sum payment, not later than thirty days after such termination of employment, equal to the amount specified greater of (A) the remaining payments due to the Employee under this contract, including the contributions that would have been made on the Employee’s behalf to any employee benefit plans of the Company during the remaining term of the agreement or (B) three times the sum of the Employee’s annual salary rate in effect on the date of termination plus the annual bonus for the most recent fiscal year prior to the fiscal year in which occurs the Employee’s termination of employment, and (II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in Section 2.1(i2.1(c) during for a period of three (3) years from the period commencing on date of termination. All long-term incentive compensation shall vest at the expiration date of such termination of employment, and shall be payable according to the terms of the LOA applicable plan.
(b) The Company shall be deemed to have terminated the employment of the Employee “for Cause” if, but only if, such termination (i) shall result solely from the Employee’s continued and ending on willful failure or refusal to substantially perform his duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the Board (excluding the Employee); provided, however, that the Employee first anniversary of shall have received written notice specifying the acts or omissions alleged to constitute such expiration failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) all stock-based compensation previously granted to the Employee is subject to a removal proceedings brought by a bank regulatory authority; or (iii) the Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, the Employee shall not be treated as having been terminated “for Cause” and shall be entitled to prompt payment of all amounts described in clause 3.4(a)(iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interest of the Company.
(c) The Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, in whole or in part, from any of the following events, without the Employee’s prior written consent:
(i) the breach by the Company of any material provision of this Agreement;
(ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;
(iii) the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;
(iv) the Company directs the Employee to perform any unlawful act;
(v) the Employee ceases to be a member of the Board;
(vi) the Employee’s duties are materially reduced (including, but not limited to, all stock optionshaving primary oversight through direct reports for the chief financial officer function, stock appreciation rightsthe chief credit officer function, bonus units the lending function, the operations and stock grantsinformation technology function, the marketing function, the legal function, and the retail banking function, having responsibility for regulatory relations of a licensed bank, and having responsibility for investor relations of a publicly traded company).
(vii) a relocation of the Employee’s principal place of employment by more than 25 miles by automobile from 000 X. Xxx Xxxxxx Xxxxxx, Pasadena, CA 91101; or
(viii) liquidation or dissolution of the Bank;.
(d) The Employee shall continue not be required to vest pursuant mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the vesting schedule in effect when the stock based compensation was granted and shall remain fully exercisable for the full term thereof determined, both as to vesting and exercisability, without regard Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of his employment and (iii) with the Company, or any amounts which might have been earned by the Employee shall continue to be bound by Sections 1.5, 1.6, 1.7 and 1in other employment had he sought such other employment.
Appears in 1 contract
