Employee Termination For Cause. “Employee Termination For Cause” shall mean a termination of employment at the election of Employee when there is “Employee Cause”. “Employee Cause” shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank or responsibility with Employer which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer. Determination as to whether or not Employee Cause exists for termination of Employee’s employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s entitlement to payments of unpaid individual bonuses or incentive compensation shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
Appears in 1 contract
Employee Termination For Cause. “Employee Termination For Cause” shall mean a termination of employment at the election of Employee when there is “Employee Cause”. “Employee Cause” shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank status, position, responsibilities, or responsibility with Employer compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, maintain, nominate, or elect Employee as Chief Executive Officer of Employer or as a member of the Board during the Term; (d) an act causing or requiring Employee to report to anyone other than the Board or a Committee or member of the Board; (e) an assignment of duties materially inconsistent with Employee’s position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (f) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; or (g) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee’s performance of his duties hereunder or exercise of his authority as Chief Executive Officer, which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer. Determination as to whether or not Employee Cause exists for termination of Employee’s employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 7.7 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s entitlement to payments of unpaid individual bonuses or incentive compensation Annual Bonus, shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
Appears in 1 contract
Samples: Employment Agreement (Dresser Inc)
Employee Termination For Cause. “Employee Termination For Cause” " shall mean a termination of employment at the election of Employee when there is “"Employee Cause”". “"Employee Cause” " shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank 's status, position, responsibilities, or responsibility with Employer compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, maintain, nominate, or elect Employee as President of Employer or as a member of the Board; (d) any failure to employ, appoint, or maintain Employee as Chief Executive Officer of Employer by no later than December 31, 2004; (e) an act causing or requiring Employee to report to anyone other than the Chief Executive Officer, the Board or a Committee or member of the Board; (f) an assignment of duties materially inconsistent with Employee's position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (g) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; (h) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee's performance of his duties hereunder or exercise of his authority as President (or, to the extent he is then CEO, as CEO) of Employer which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; or (i) the failure to issue, within ninety (90) days of the Effective Date, stock options pursuant to and as described in the letter agreement attached as Exhibit A hereto, which is incorporated herein by reference in its entirety. Determination as to whether or not Employee Cause exists for termination of Employee’s 's employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 7.7 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s 's sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s 's entitlement to payments of unpaid individual bonuses Annual Bonus, Initial Signing Bonus, or incentive compensation Retention Bonus, shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
Appears in 1 contract
Employee Termination For Cause. “Employee Termination For Cause” shall mean a termination of employment at the election of Employee when there is “Employee Cause”. “Employee Cause” shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank status, position, responsibilities, or responsibility with Employer compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, maintain, nominate, or elect Employee as President of Employer or as a member of the Board; (d) any failure to employ, appoint, or maintain Employee as Chief Executive Officer of Employer by no later than December 31, 2004; (e) an act causing or requiring Employee to report to anyone other than the Chief Executive Officer, the Board or a Committee or member of the Board; (f) an assignment of duties materially inconsistent with Employee’s position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (g) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; (h) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee’s performance of his duties hereunder or exercise of his authority as President (or, to the extent he is then CEO, as CEO) of Employer which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; or (i) the failure to issue, within ninety (90) days of the Effective Date, stock options pursuant to and as described in the letter agreement attached as Exhibit A hereto, which is incorporated herein by reference in its entirety. Determination as to whether or not Employee Cause exists for termination of Employee’s employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 7.7 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s entitlement to payments of unpaid individual bonuses Annual Bonus, Initial Signing Bonus, or incentive compensation Retention Bonus, shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
Appears in 1 contract
Employee Termination For Cause. “Employee Termination For Cause” shall mean a termination of employment at the election of Employee when there is “Employee Cause”. “Employee Cause” shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank status, position, responsibilities, or responsibility with Employer compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, appoint, or maintain Employee as Executive Vice President and Chief Financial Officer; (d) an act causing or requiring Employee to report to anyone other than the CEO, the President, the Board or a Committee or member of the Board; (e) an assignment of duties materially inconsistent with Employee’s position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (f) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; or (g) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee’s performance of his duties hereunder or exercise of his authority as Executive Vice President and Chief Financial Officer of Employer which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer. Determination as to whether or not Employee Cause exists for termination of Employee’s employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 7.7 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s entitlement to payments of unpaid individual bonuses or incentive compensation Annual Bonus shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
Appears in 1 contract
Employee Termination For Cause. “Employee Termination For Cause” " shall mean a termination of employment at the election of Employee when there is “"Employee Cause”". “"Employee Cause” " shall mean a termination of employment by Employee for any reason or no reason within the ninety (90) calendar day period commencing twelve (12) calendar months after a Change of Control (as defined in Section 6.10 below) 7.2 of Employer; or a termination of employment by Employee because and within six months of: (a) a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer; (b) a material reduction in Employee’s rank 's status, position, responsibilities, or responsibility with Employer compensation which remains unrestored for thirty (30) days following written notice of such occurrence by Employee to Employer; (c) any failure to employ, maintain, nominate, or elect Employee as President of the DFS Division; (d) an act causing or requiring Employee to report to anyone other than the President of Employer; (e) an assignment of duties materially inconsistent with Employee's position and responsibilities described in this Agreement which is not promptly changed within ten (10) days of written notice by Employee to the Board of such material inconsistency; (f) the failure of an Employer to assign this Agreement, as permitted pursuant to Section 1.6, to any one or more Employer Successor; (g) material interference by any officer, employee, director, board of directors, member, partner, manager or other agent of any Dresser Entity (other than Employer) in Employee's performance of his duties hereunder or exercise of his authority as President of the DFS Division which, to the extent it is capable of correction, remains uncorrected for thirty (30) days following written notice of such breach by Employee to Employer. Determination as to whether or not Employee Cause exists for termination of Employee’s 's employment will be made by the Board of Directors of Employer at a meeting in which Employee shall have the right to present his case for the existence of Employee Cause with, at his election, the assistance of counsel. Any determination by the Board of Directors of Employer of Employee Cause at such meeting shall not be entitled to any deferential or evidentiary weight or presumption of correctness and at the election of Employee shall be determined pursuant to Section 6.6 7.7 in a de novo review, with the Employee having the obligation to prove Employee Cause by clear and convincing evidence. During the foregoing process, Employer may, without Employer creating any default under this Agreement or incurring any additional liability of any kind and at Employer’s 's sole discretion, place Employee on paid administrative leave and relieve Employee of all or any part of his responsibilities. Notwithstanding the foregoing, and regardless of whether the process results in a finding that Employee Cause existed for the termination, the year in which such termination shall be deemed to have occurred, for purposes of determining Employee’s 's entitlement to payments of unpaid individual bonuses or incentive compensation Annual Bonus shall be the year in which Employee first informs Employer that he is terminating his employment for Employee Cause.
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