Elective Positions. Nothing contained in this Agreement shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors to remove The Executive as Chairman of the Board, President or Chief Executive Officer of the Company, with or without cause. Similarly, nothing in this Agreement shall prevent the Board of Directors from electing or appointing a person other than The Executive as Chairman of the Board, President, or Chief Executive Officer, as provided by law and the Company’s Bylaws.
Elective Positions. Nothing contained in this Agreement is intended to nor shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors or stockholders to remove Employee from the positions set forth in paragraph 1, with or without just cause, during the term of this Agreement or to elect someone other than Employee to those positions, as provided by law and the By-Laws of Employer; provided, however, that if Employee is so removed without cause, it is expressly understood and agreed, in the event any one or combination of the foregoing occurs, Employee's rights under this Agreement shall in no way be prejudiced, and Employee shall be entitled to receive compensation referred to in paragraph above, except ungranted stock options, provided that he is ready, willing and able to perform the duties and responsibilities set forth above. Notwithstanding the foregoing, the election or appointment of Employee to a different executive position shall not be considered removal hereunder. Employee upon removal shall be entitled to pursue other employment, and Employer shall be entitled to receive as offset and thereby reduce its payment, the amount received by Employee from any other active employment (other than the moneys received by Employee from Manor Care as contemplated in paragraph 4 above). As a condition to Employee receiving his compensation from Employer, Employee agrees to furnish Employer annually with full information regarding such other employment and to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant. Employer shall receive credit for unemployment insurance benefits, social security insurance or like amounts actually received by Employee.
Elective Positions. (a) Nothing contained in this Agreement is intended to nor shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors or stockholders to remove Employee from the positions set forth in Section 1, with or without Cause (as defined in Section 10 below), during the term of this Agreement or to elect someone other than Employee to those positions, as provided by law and the By-Laws of Employer; provided, however, that if Employee is Constructively Terminated (as defined in Section 7(b) below), it is expressly understood and agreed that Employee's rights under this Agreement shall in no way be prejudiced, and Employee shall be entitled to receive compensation referred to in Section 3 above, except ungranted stock options (but including the continued vesting of previously granted restricted stock and stock options). Employee upon removal shall not be required to mitigate damages but nevertheless shall be entitled to pursue other employment, and Employer shall be entitled to receive as offset and thereby reduce its payment, the amount received by Employee from any other active employment. As a condition to Employee receiving his compensation from Employer, Employee agrees to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by Employer but reasonably acceptable to Employee, who agrees to preserve the confidentiality of the information disclosed by Employee except to the extent required to permit Employer to verify the amount received by Employee from other active employment. Employer shall receive credit for unemployment insurance benefits, social security insurance or like amounts actually received by Employee.
(b) For purposes of this Section 7, "Constructively Terminated" shall mean removal or termination of Employee other than in accordance with Section 10, failure of the Employer to place Employee's name in nomination for re-election to the Choice Hotels Board, assignment of duties by the Employer inconsistent with Section 1, a change in Employee's title or the line of reporting set forth in Section 1 or any other material breach of this Agreement by Employer provided Employer shall be given fourteen days advance written notice of such claim of material breach, which written notice shall specify in reasonable detail the grounds for such claim of material breach. Except in the case of bad faith, Employer shall have an opportunity to c...
Elective Positions. Nothing contained in this Agreement is intended to nor shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors or stockholders to remove Xx. Xxxxxx from the positions set forth in Section 1, with or without cause, during the term of this Agreement or to elect someone other than Xx. Xxxxxx to such position, as provided by law and the By-Laws of the Company.
Elective Positions. A State may exclude the services in any or all classes of elective positions. Elective positions are those filled by an election. The election may be by a legislative body, a board or committee, or by the qualified electorate of a jurisdiction. The method of selection must constitute an election under State law. It may be by open voting by the electorate at large or by a chosen body from a list of candidates. Generally, elective positions fall into three classes: executive, legislative, and judicial. There may be other elective positions with common characteristics that would also constitute a separate class, e.g., elective executive positions filled by vote of statewide electors, elected executive positions filled by vote of electors of a specific circuit, elected positions of members of boards and commissions. A mayor, member of a legislature, county commissioner, State or local judge, justice of the peace, county or city attorney, marshal, sheriff, constable, or a registrar of deeds is a public official. Other examples are tax collectors, tax assessors, road commissioners, members of boards and commissions, such as school boards, utility districts, zoning boards, and boards of health.
