Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i), 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(b)(ii), 12, 13 and 15 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 13 contracts
Samples: Executive Employment Agreement (Sensormatic Electronics Corp), Executive Employment Agreement (Sensormatic Electronics Corp), Executive Employment Agreement (Sensormatic Electronics Corp)
Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i), 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(b)(ii), 12, 13 and 15 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 4 contracts
Samples: Employment Agreement (Sensormatic Electronics Corp), Employment Agreement (Sensormatic Electronics Corp), Executive Employment Agreement (Sensormatic Electronics Corp)
Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Neither Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) ), nor Executive's engaging in charitable activities and community affairs or managing his personal investments and affairs, shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i6(a), 6(a)(ii6(b), 6(a)(iii6(c), 6(a)(iv6(d), 6(b)(ii7(a)(ii), 12, 13 and 15 16 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Employment Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 2 contracts
Samples: Executive Employment Agreement (Sensormatic Electronics Corp), Executive Employment Agreement (Sensormatic Electronics Corp)
Employment Commitment. As partial consideration for The Company and the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees agree to remain as an officer and employee be bound by the terms of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs this Agreement commencing on (the "Commitment Period"“Binding Date”) the later of (a) the date this Agreement is approved by the bankruptcy court in the jointly-administered Chapter 11 case currently pending in the District of Delaware and docketed as Case No. 01-10578 (the “Bankruptcy Case”), and during (b) the Commitment Period date on which any legal restrictions on the Executive’s commencement of employment hereunder arising from his prior employment have been waived or satisfied, provided, however, that, within the 60-day period following the date this Agreement is approved by the bankruptcy court, the Company may terminate this Agreement without any further obligations to devote substantially all his business the Executive if the Executive is not able to commence employment with an Affiliate or the Company within such 60-day period. During the period of time between the Binding Date and the Effective Date (the “Interim Period”), the Company and the Executive agree to the following provisions:
(a) The Company and the Executive shall use their reasonable best efforts to obtain an appropriate work visa from the business and affairs United States of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Executive's participation in other businesses, as a director or otherwiseAmerica, with the approval Company paying all the applicable costs and expenses relating thereto;
(b) The Company will make arrangements with one of Sensormatic's Board of Directors its non-debtor affiliates (which approval shall be deemed the “Affiliate”) to include employ the Board of Directors not objecting Executive and to such participation following disclosure thereof to provide the Board of Directors by Executive, Executive with all the compensation and which approval may not be withdrawn following such Change in Controlbenefits (or their equivalents) shall not be deemed to contravene that the foregoing provision. In Executive would have received from the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated in Company under Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i), 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(b)(ii), 12, 13 and 15 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 4 of this Agreement not referred if the Employment Period commenced on the Binding Date, and to in make such additional tax equalization payments to the Executive as are necessary so that the Executive’s after tax income during the Interim Period is the same as if the Employment Period commenced on the Binding Date;
(c) The Executive will perform as many of the duties and responsibilities that he would perform under this sentence, but Sensormatic Agreement if the Employment Period commenced on the Binding Date as he is authorized and directed to perform by either the Board or the individual acting as the Company’s interim Chief Executive Officer during the Interim Period; and
(d) The Company and the Executive shall have no other remedy for Executive's failure to remain an employee all the rights and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement obligations that they would have had under Sections 5 through 12 of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of if the preceding sentence.Employment Period commenced on the Binding Date
Appears in 2 contracts
Samples: Employment Agreement (Federal Mogul Corp), Employment Agreement (Federal Mogul Corp)
Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated 4 in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i), 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(b)(ii), 12, 12 13 and 15 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 1 contract
Samples: Executive Employment Agreement (Sensormatic Electronics Corp)
Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Neither Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) ), nor Executive's engaging in charitable activities and community affairs or managing his personal investments and affairs, shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment with Sensormatic (other than by resignation contemplated in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i6(a), 6(a)(ii6(b), 6(a)(iii6(c), 6(a)(iv6(d), 6(b)(ii7(a)(ii), 12, 13 and 15 16 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Employment Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 1 contract
Samples: Employment Agreement (Sensormatic Electronics Corp)
Employment Commitment. As partial consideration for the benefits --------------------- available to Executive under this Agreement, Executive hereby agrees to remain as an officer and employee of Sensormatic during any Attempted Change in Control and for a period of six months immediately after a Change in Control first occurs (the "Commitment Period"), and during the Commitment Period to devote substantially all his business time and efforts to the business and affairs of Sensormatic, provided that Executive shall be entitled to terminate his employment by Sensormatic during an Attempted Change in Control or at any time following a Change in Control in circumstances which constitute an involuntary termination pursuant to Section 10 hereof. Neither Executive's participation in other businesses, as a director or otherwise, with the approval of Sensormatic's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Executive, and which approval may not be withdrawn following such Change in Control) ), nor Executive's engaging in charitable activities and community affairs or managing his personal investments and affairs, shall not be deemed to contravene the foregoing provision. In the event that Executive voluntarily terminates his employment em ployment with Sensormatic (other than by resignation contemplated in Section 10 hereof) at any time during the Commitment Period, Executive shall not be entitled to any of the benefits provided for in this Agreement, other than those provided under Sections 6(a)(i6(a), 6(a)(ii6(b), 6(a)(iii6(c), 6(a)(iv6(d), 6(b)(ii7(a)(ii), 12, 13 and 15 16 hereof, and shall promptly repay to Sensormatic, on an after-tax basis, any benefits previously received by him pursuant to any provisions of Sections 6 or 7 of this Agreement not referred to in this sentence, but Sensormatic shall have no other remedy for Executive's failure to remain an employee and officer as required by this Section 4. Any amounts or benefits received by Executive pursuant to the Officer Employment Agreement or any other written employment agreement between Sensormatic and Executive or any other compensation plan or arrangement of Sensormatic, even if similar or identical to those to which he would be entitled under this Agreement, shall not be deemed received pursuant to this Agreement or be repayable to Sensormatic for purposes of the preceding sentence.
Appears in 1 contract
Samples: Employment Agreement (Sensormatic Electronics Corp)