Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder. (b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree. (c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 7 contracts
Samples: Employment Agreement (Mack Cali Realty Corp), Employment Agreement (Mack Cali Realty Corp), Employment Agreement (Mack Cali Realty Corp)
Employment Period. 4.1 Except as hereinafter provided, the Employment Period shall commence as of the Effective Date and shall terminate upon the earlier of (a) Except as otherwise provided in this Agreement to the contrary, third (3rd) anniversary of the terms and conditions of this Agreement shall be and remain in effect during the period of employment Effective Date (the "Employment PeriodInitial Termination Date"), or (b) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date on which this Agreement is terminated in accordance with Section 4.2 of this Agreement and ending on the fourth anniversary of the date of this Agreement Agreement; provided, however, that commencing unless terminated in accordance with Section 4.2, this Agreement shall be automatically renewed for an additional Employment Period of three years on the day after the date of this Agreement Initial Termination Date and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) any subsequent three-year Employment Period shall be in effectPeriod's termination date, unless (i) either Executive or the Company or Executive elects not to extend the term of this Agreement Company, as directed by giving its Board, elects, by written notice to the other party in accordance with Paragraph 19, in which case, subject not less than six (6) months prior to the provisions of subInitial Termination Date or any subsequent three-paragraph 5(a)(ivyear Employment Period's termination date, (i) below, the term of to terminate this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal")Agreement, or (ii) to negotiate new terms of employment. If negotiations regarding any revised employment agreement extend beyond a specific termination date while the parties are actively negotiating, the Agreement shall continue in full force and effect during such period of negotiation; provided, however, that if the parties, acting in good faith, are unable to negotiate new terms of employment, either party may terminate this Agreement by providing not less than thirty (30) days' prior written notice to the other party.
4.2 The Employment Period shall end upon the first to occur of any of the following events:
(a) Executive's ’s death or termination of employment terminates hereunder.due to disability;
(b) Notwithstanding anything contained herein to a termination by the contrary: Company for Cause;
(ic) a termination by the Company without Cause;
(d) a Termination for Good Reason; or
(e) a voluntary termination, which shall occur in the event of Executive's ’s termination of his employment with the Company may be terminated for any reason, other than a Termination for Good Reason, by at least thirty (30) days prior written notice to the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Periodtermination.
Appears in 6 contracts
Samples: Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc)
Employment Period. (a) Except The Company agrees to employ Executive, and Executive agrees to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on the Effective Date, and ending December 31, 2020, subject to earlier termination as otherwise provided in for herein (the “Initial Term”). Commencing with December 31, 2020 and on each December 31 thereafter, this Agreement will be automatically extended for an additional one year period (each, a “Renewal Term” and together with the Initial Term, the “Term”), through the following December 31, unless either party notifies the other party in writing, not fewer than ninety (90) days prior to such December 31, that it has elected not to extend the contraryTerm, in which event the Term shall expire on such December 31, and Executive’s employment shall, without further action by either party, terminate on such date, subject to Section 2(c). A termination of Executive’s employment by reason of a notice of nonrenewal given by the Company where Executive is willing and able to continue performing services on the terms and conditions of this Agreement shall be and remain in effect during constitute a termination of the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be Executive without Cause for a term commencing on the date all purposes of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effectAgreement, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice parties agree to the other party in accordance with Paragraph 19, in which case, subject continuation of Executive’s employment pursuant to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"Section 2(c), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) , Executive's ’s employment with the Company may be terminated by the Company or Executive during the Employment PeriodTerm, subject to the terms and conditions of this Agreement; , and the Term shall end on the date on which Executive’s employment terminates.
(iic) nothing Nothing in this Agreement shall mandate or prohibit a continuation of Executive's ’s employment following the expiration of the Employment Period Term upon such terms and conditions as the Board of Directors Trustees of the Company Trust (the "“Board"”) and Executive may mutually agree.
(c) If . Executive's ’s period of employment with the Company is terminated, for purposes of pursuant to this Agreement shall hereinafter be referred to as the term "Unexpired “Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period”.
Appears in 6 contracts
Samples: Executive Employment Agreement (Workspace Property Trust), Executive Employment Agreement (Workspace Property Trust), Executive Employment Agreement (Workspace Property Trust)
Employment Period. (a) Except as otherwise provided in Subject to the termination provisions hereinafter provided, the term of Executive's employment under this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial shall begin on the Agreement Date and end on the Anniversary Date which is three years after such date or, if later, such later date to which the Employment Period shall be for a term commencing on is extended pursuant to the following sentence. On the date of this Agreement which is two and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day one-half years after the date of this Agreement Date and on each day thereafter, the Employment Period (assuming that an Expiration Notice to the effect that the Agreement shall expire on the Anniversary Date which is three years after the Agreement Date has not been delivered by the Executive or Company to the other prior to the date which is two and one-half years after the Agreement Date) shall be automatically extended for each day by one additional day so to create a new six month term until, at any time after the date which is two and one-half years after the Agreement Date the Company delivers written notice (an "Expiration Notice") to Executive or Executive delivers an Expiration Notice to the Company, in either case, to the effect that the Agreement shall expire on a constant four date specified in the Expiration Notice (4the "Expiration Date") year that is not less than 6 months after the date the Expiration Notice is delivered to the Company or the Executive, respectively. The Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice end prior to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period as described above upon such terms and conditions as the Board Executive's Date of Directors Termination even if the Executive continues to provide the services described in Section 6.3(e). The employment of Executive by the Company (the "Board") and Executive may mutually agreeshall not be terminated other than in accordance with Article VI.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 5 contracts
Samples: Employment Agreement (Amcol International Corp), Employment Agreement (Amcol International Corp), Employment Agreement (Amcol International Corp)
Employment Period. (a) Except as otherwise provided The Company hereby agrees to continue the Executive in this Agreement its employ, and the Executive hereby agrees to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary employ of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment PeriodCompany, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination Commencement Date and ending on the last day third anniversary of the Commencement Date (the “Initial Term”). The term of this Agreement will automatically be renewed for a term of one (1) year (each, a “Renewal Term”) at the end of the Initial Term and at the end of each Renewal Term thereafter, provided that (a) the Executive notifies the Board of such renewal at least one hundred eighty (180) days prior (the “Renewal Date”) to the expiration of the Initial Term or any Renewal Term and (b) the Board does not notify the Executive of its intention not to renew this Agreement on or prior to the Renewal Date. For purposes of this Agreement, “Employment Period” includes the Initial Term and any Renewal Term(s) thereafter. Notwithstanding the foregoing, in the event of a Change in Control, the date the Change in Control occurs shall become the Commencement Date for all purposes thereafter, and each Change in Control thereafter shall result in a new Commencement Date on the date of the latest Change in Control.
Appears in 5 contracts
Samples: Employment Agreement (Mackinac Financial Corp /Mi/), Employment Agreement (Mackinac Financial Corp /Mi/), Employment Agreement (Mackinac Financial Corp /Mi/)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment two years beginning on April 1, 2007 (the "Employment Period"“Commencement Date”) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth second anniversary of the date of this Agreement provided, however, that commencing on Commencement Date (the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"“Initial Term”), or plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (ii) Executive's employment terminates hereunderthe “Employment Period”).
(b) Notwithstanding anything contained herein Except as provided in Section 2(c), prior to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration first annual anniversary of the Employment Period upon such terms Commencement Date and conditions as each annual anniversary thereafter, the Board of Directors of the Company Employer shall consider and review (after taking into account all relevant factors, including the "Board"Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may mutually agreetreat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) If Executive's employment with the Company is terminated, for purposes of Nothing in this Agreement shall be deemed to prohibit the term "Unexpired Employer at any time from terminating the Executive’s employment during the Employment Period" shall mean Period with or without notice for any reason, provided, however, that the period commencing on relative rights and obligations of the date Employer and the Executive in the event of any such termination, including any requirements with respect to prior notice of such termination and ending on the last day of the Employment Periodtermination, shall be determined under this Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date hereof.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of hereof which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("Retirement");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTermination for Disability") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("Termination for Cause");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company is terminated, for purposes of this Agreement at least thirty (30) days prior to the term "Unexpired Employment Period" shall mean the period commencing on the effective date of such termination and ending on identifying such termination as a Termination by Executive for Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the last day extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); or
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Employment PeriodCompany at least one hundred eighty (180) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean:
Appears in 5 contracts
Samples: Employment Agreement (Pittway Corp /De/), Employment Agreement (Pittway Corp /De/), Employment Agreement (Pittway Corp /De/)
Employment Period. (a) Except The term of the employment hereunder shall begin on the "Begin Date" and shall end on the "End Date" as otherwise provided in this Agreement to set forth on the contrary, the terms and conditions annexed Schedule of this Agreement shall be and remain in effect during the period Terms of employment Employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterprovided that, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless terminate prior to its expiration upon the following; (i) the Company or Executive elects not to extend Employment Period shall terminate immediately upon the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary effective date of the date of such written notice Employee's resignation, death or permanent mental or physical disability or incapacity ("Notice of Non-Renewal"as determined by the Board in its good faith judgment), or ; (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company Employment Period may be terminated by the Company at any time prior to such date for Cause (as defined below) or Executive during the without Cause for any reason or no reason whatsoever. The Employment Period, subject to the Period shall automatically be extended for successive one-year terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as on each anniversary thereafter, unless terminated sooner pursuant to the Board of Directors of provisions hereof, or unless the Company (or Employee gives written notice to the "Board") and Executive may mutually agree.
(c) If Executive's employment with other party within 30 days prior to the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day expiration of the Employment PeriodPeriod including any renewal periods thereafter stating their election not to extend the Employment Period for any additional term thereafter. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Employee. Employee shall notify the Company at least 30 days prior to the effective date of Employee's resignation. Except as otherwise expressly provided herein, all of Employee's rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the termination or expiration of the Employment Period shall cease upon such termination or expiration, other than those expressly required under COBRA. The Company may offset any amounts Employee owes it against any amounts it owes Employee hereunder.
Appears in 4 contracts
Samples: Employment Agreement (Fuelnation Inc), Employment Agreement (Fuelnation Inc), Employment Agreement (Fuelnation Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing two years beginning on the date of this Agreement Effective Date and ending on the fourth second anniversary of the Effective Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employer at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employer and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 3 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment two years beginning on the Effective Date and ending on the second anniversary of the Effective Date (the "Initial Term"), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the "Employment Period").
(b) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on Except as provided in Section 2(c), prior to the date of this Agreement and ending on the fourth first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive's performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive's election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive's employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive's 65th birthday, and in no event shall the Employment Period extend beyond the Executive's 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employer at any time from terminating the Executive's employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employer and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 3 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth second anniversary of the date on which the Employment Period begins.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of on which the Employment Period begins which precedes Executive's sixty-fifth birthday by more than one year, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four year (4) year unless Executive's sixty-fifth birthday occurs during such additional year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("RETIREMENT");
(biii) Notwithstanding anything contained herein the Company's termination of Executive's employment on account of Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six (6) consecutive months ("TERMINATION FOR DISABILITY");
(iv) the Company's termination of Executive's employment for Cause ("TERMINATION FOR CAUSE");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("TERMINATION WITHOUT CAUSE");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the contrary: Company at least thirty (30) days prior to the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and identifying the Good Reason ("TERMINATION BY EXECUTIVE FOR GOOD REASON") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive for Good Reason);
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("TERMINATION BY EXECUTIVE WITH ADVANCE NOTICE") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive with Advance Notice); or
(viii) the termination of Executive's employment (A) on account of a Termination without Cause before the second anniversary of a Change of Control, (B) on account of a Termination by Executive for Good Reason before the second anniversary of a Change of Control or (C) in connection with but prior to a Change of Control and following the commencement of any discussion with any third party that (i) requests or suggests that Executive's employment with the Company may be terminated by the Company or Executive during the Employment Periodterminated, subject to the terms and conditions of this Agreement; and (ii) nothing ultimately engages in this Agreement shall mandate or prohibit a continuation Change of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company Control (the collectively, "BoardTERMINATION FOLLOWING A CHANGE OF CONTROL") and Executive may mutually agree).
(cd) If Executive's employment with the Company is terminated, for For purposes of this Agreement the term Agreement, "Unexpired Employment PeriodCAUSE" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.mean:
Appears in 3 contracts
Samples: Employment Agreement (Penton Media Inc), Employment Agreement (Penton Media Inc), Employment Agreement (Penton Media Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing three years beginning on the date of this Agreement Effective Date and ending on the fourth third anniversary of the Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, they shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. Upon termination of the Executive’s employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafter, the Employment Period any such termination shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 3 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth fifth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four five (45) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth fifth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 3 contracts
Samples: Employment Agreement (Mack Cali Realty Corp), Employment Agreement (Mack Cali Realty Corp), Employment Agreement (Mack Cali Realty Corp)
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterSection 5(b), the Employment Period of this Employment Agreement shall begin on the Effective Date for a period of three years, and shall be extended automatically renewed for successive one additional day so that a constant four (4) year Employment Period terms thereafter, unless this Agreement is terminated as permitted by Section 5(b). This Agreement shall be in effecteffective upon, unless (i) the Company or Executive elects and not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) belowbe effective until, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderEffective Date.
(b) Notwithstanding anything contained herein The Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing the Company’s termination of Executive’s employment on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment without Cause (a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); or (vi) Executive’s termination of Executive’s employment for any reason other than Good Reason or Executive being prohibited from serving in the positions, or providing the services required from Executive, set forth in Section 3 of this Agreement shall mandate pursuant to (A) a decision, order, judgment or prohibit decree of an arbitrator or court of competent jurisdiction (without regard as to whether the non- prevailing party has appealed such decision, order, judgment or decree or whether the time for all appeals therefrom has expired) or (B) a continuation binding settlement agreement (each such type of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company termination set forth in subclause (the "Board"vi) and Executive may mutually agreea “Voluntary Termination”).
(c) If Any termination of Executive's ’s employment with under Section 5(b) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason, unless Executive delivers a Notice of Termination within ninety (90) days from the date of such termination and ending on the last day Executive first became aware of the Employment Periodevent or circumstance.
Appears in 3 contracts
Samples: Employment Agreement (Aveanna Healthcare Holdings, Inc.), Employment Agreement (Aveanna Healthcare Holdings, Inc.), Employment Agreement (Aveanna Healthcare Holdings, Inc.)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 2 (the "Employment Period").
(a) established under this Paragraph 2. The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement is made and ending on the fourth third anniversary of the date of this Agreement providedAgreement, howeverplus such extensions, that commencing if any, as are approved by the Board pursuant to section 2(b).
(b) No later than on the day after first anniversary of the date of this Agreement and on each day thereafteranniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and the Officer's performance of services hereunder and may, absent objection from the Officer, approve a one year extension of the Employment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of Anniversary Date immediately succeeding such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company review (the "BoardExtension Ending Anniversary Date") and Executive may mutually agree).
(c) If Executive's employment with If, prior to the Company date on which the Employment Period would end pursuant to section 2(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs and the Bank is terminatednot subject to rules and regulations of the Office of Thrift Supervision (the "OTS"), for purposes then the Employment Period shall be extended through and including the third anniversary of the earliest date after the effective date of such Change in Control on which either the Bank or the Officer elects, by written notice pursuant to section 2(d) of this Agreement to the term "Unexpired non-electing party, to discontinue the Employment Period" ; provided, however, that this section shall mean not apply in the period commencing on event that, prior to the date Change in Control, the Officer has provided written notice to the Bank of such termination and ending on the last day of his intent to discontinue the Employment Period.
(d) The Bank or the Officer may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
Appears in 2 contracts
Samples: Employment Agreement (GSB Financial Corp), Employment Agreement (GSB Financial Corp)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Xx. Xxxxxxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Xx. Xxxxxxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that to the third anniversary of the relevant Anniversary Date.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a constant four Change in Control (4as defined in section 13 of this Agreement) year occurs and the Bank is not subject to rules and regulations of the Office of Thrift Supervision, then the Employment Period shall be in effectextended through and including the third anniversary of the earliest date after the effective date of such Change of Control on which either the Bank or Xx. Xxxxxxxxx elects, unless (iby written notice pursuant to section 3(d) the Company or Executive elects not to extend the term of this Agreement by giving to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change of Control (as defined in section 13 of this Agreement), Xx. Xxxxxxxxx has provided written notice to the other party in accordance with Paragraph 19, in which case, subject Bank of his intent to discontinue the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderEmployment Period.
(bd) The Bank or Xx. Xxxxxxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxxxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxxxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Xx. Xxxxxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. 4.1 Except as hereinafter provided, the Employment Period shall commence as of the Effective Date and shall terminate upon the earlier of (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment third (the "Employment Period"3rd) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the Effective Date (the “Initial Termination Date”), or (b) the date on which this Agreement is terminated in accordance with Section 4.2 of this Agreement Agreement; provided, however, that commencing unless terminated in accordance with Section 4.2, this Agreement shall be automatically renewed for an additional Employment Period of three years on the day after the date of this Agreement Initial Termination Date and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) any subsequent three-year Employment Period shall be in effectPeriod’s termination date, unless (i) either Executive or the Company or Executive elects not to extend the term of this Agreement Company, as directed by giving its Board, elects, by written notice to the other party in accordance with Paragraph 19, in which case, subject not less than six (6) months prior to the provisions of subInitial Termination Date or any subsequent three-paragraph 5(a)(ivyear Employment Period’s termination date, (a) below, the term of to terminate this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal")Agreement, or (iib) to negotiate new terms of employment. If negotiations regarding any revised employment agreement extend beyond a specific termination date while the parties are actively negotiating, the Agreement shall continue in full force and effect during such period of negotiation; provided, however, that if the parties, acting in good faith, are unable to negotiate new terms of employment, either party may terminate this Agreement by providing not less than thirty (30) days’ prior written notice to the other party.
4.2 The Employment Period shall end upon the first to occur of any of the following events:
(a) Executive's ’s death or termination of employment terminates hereunder.due to disability;
(b) Notwithstanding anything contained herein to a termination by the contrary: Company for Cause;
(ic) a termination by the Company without Cause;
(d) a Termination for Good Reason; or
(e) a voluntary termination, which shall occur in the event of Executive's ’s termination of her employment with the Company may be terminated for any reason, other than a Termination for Good Reason, by at least thirty (30) days prior written notice to the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Periodtermination.
Appears in 2 contracts
Samples: Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc)
Employment Period. (a) Except as otherwise provided in this Agreement The Company hereby agrees to employ the contraryExecutive, and the terms and conditions of this Agreement shall be and remain in effect during Executive hereby agrees to enter into the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary employ of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment PeriodCompany, subject to the terms and conditions of this Agreement; and Agreement for a term of three (ii3) nothing years commencing January 1, 2003, continuing until December 31, 2005, unless earlier terminated as provided in Section 3 or timely notice of extension is not given by the Company as further provided in this Agreement Section 1. The original term and any extended term shall mandate or prohibit be extended for a continuation one (1) year period if notice of Executive's employment following such extension is given by the Company to the Executive at least 60 days prior to the expiration of the Employment Period upon such first year of the original term or each subsequent year of the original term or any renewal term. If notice of extension is not given by Company at least 60 days prior to the expiration of the first year of the original term or each subsequent year of the original term or any renewal term, then this Agreement will be deemed to have been terminated by the Company other than for Cause, Change in Control, Death or Disability and the Company’s obligations to the Executive shall be as set forth in Section 4(a) hereof. By way of example, if timely notice of extension is given prior to November 2, 2003, the term of employment shall be extended for one year to December 31, 2006. By way of further example, if timely notice of extension is not given by the Company to the Executive prior to November 2, 2003, this Agreement will be deemed to have been terminated by the Company other than for Cause, Change in Control, Death or Disability and the Company’s obligations to the Executive shall be as set forth in Section 4(a) hereof. The period of the Executive’s employment hereunder within the original term and any renewal terms and conditions is herein referred to in this Agreement as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the “Employment Period.”
Appears in 2 contracts
Samples: Employment Agreement (Placer Sierra Bancshares), Employment Agreement (Placer Sierra Bancshares)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Mx. Xxxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Mx. Xxxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Mx. Xxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the Initial Effective Date, the third anniversary of any earlier date on which either the Company or Mx. Xxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Mx. Xxxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Mx. Xxxxxx’x termination of employment for any reason whatsoever.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. 4.1 Except as hereinafter provided, the Employment Period shall commence as of the Effective Date and shall terminate upon the earlier of (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment third (the "Employment Period"3rd) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the Effective Date (the “Initial Termination Date”), or (b) the date on which this Agreement is terminated in accordance with Section 4.2 of this Agreement Agreement; provided, however, that commencing unless terminated in accordance with Section 4.2, this Agreement shall be automatically renewed for an additional Employment Period of three years on the day after the date of this Agreement Initial Termination Date and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) any subsequent three-year Employment Period shall be in effectPeriod’s termination date, unless (i) either Executive or the Company or Executive elects not to extend the term of this Agreement Company, as directed by giving its Board, elects, by written notice to the other party in accordance with Paragraph 19, in which case, subject not less than six (6) months prior to the provisions of subInitial Termination Date or any subsequent three-paragraph 5(a)(ivyear Employment Period’s termination date, (a) below, the term of to terminate this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal")Agreement, or (iib) to negotiate new terms of employment. If negotiations regarding any revised employment agreement extend beyond a specific termination date while the parties are actively negotiating, the Agreement shall continue in full force and effect during such period of negotiation; provided, however, that if the parties, acting in good faith, are unable to negotiate new terms of employment, either party may terminate this Agreement by providing not less than thirty (30) days’ prior written notice to the other party.
4.2 The Employment Period shall end upon the first to occur of any of the following events:
(a) Executive's ’s death or termination of employment terminates hereunder.due to disability;
(b) Notwithstanding anything contained herein to a termination by the contrary: Company for Cause;
(ic) a termination by the Company without Cause;
(d) a Termination for Good Reason; or
(e) a voluntary termination, which shall occur in the event of Executive's ’s termination of his employment with the Company may be terminated for any reason, other than a Termination for Good Reason, by at least thirty (30) days prior written notice to the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Periodtermination.
Appears in 2 contracts
Samples: Key Employee Agreement (Nic Inc), Key Employee Agreement (Nic Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 2 (the "Employment Period").
(a) established under this Paragraph 2. The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement and ending on the fourth third anniversary date of this Agreement, plus such extensions, if any, as are approved by the Board pursuant to section 2(b).
(b) Prior to the first anniversary of the date of this Agreement providedand each anniversary date thereafter (each, howeveran "Anniversary Date"), that commencing on the day after Board shall review the date terms of this Agreement and on each day thereafterXx. Xxxx'x performance of services hereunder and may, absent objection from Xx. Xxxx, approve a one year extension of the Employment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of Anniversary Date immediately succeeding such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company review (the "BoardExtension Ending Anniversary Date") and Executive may mutually agree).
(c) If Executive's employment with If, prior to the Company date on which the Employment Period would end pursuant to section 2(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs and the Bank is terminatednot subject to rules and regulations of the Office of Thrift Supervision (the "OTS"), for purposes then the Employment Period shall be extended through and including the third anniversary of the earliest date after the effective date of such Change in Control on which either the Bank or Xx. Xxxx elects, by written notice pursuant to section 2(d) of this Agreement to the term "Unexpired non-electing party, to discontinue the Employment Period" ; provided, however, that this section shall mean not apply in the period commencing on event that, prior to the date Change in Control, Xx. Xxxx has provided written notice to the Bank of such termination and ending on the last day of her intent to discontinue the Employment Period.
Appears in 2 contracts
Samples: Employment Agreement (GSB Financial Corp), Employment Agreement (GSB Financial Corp)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Xx. Xxxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Xx. Xxxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that to the third anniversary of the relevant Anniversary Date.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a constant four Change in Control (4as defined in section 13 of this Agreement) year occurs and the Bank is not subject to rules and regulations of the Office of Thrift Supervision, then the Employment Period shall be in effectextended through and including the third anniversary of the earliest date after the effective date of such Change of Control on which either the Bank or Xx. Xxxxxx elects, unless (iby written notice pursuant to section 3(d) the Company or Executive elects not to extend the term of this Agreement by giving to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change of Control (as defined in section 13 of this Agreement), Xx. Xxxxxx has provided written notice to the other party in accordance with Paragraph 19, in which case, subject Bank of his intent to discontinue the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderEmployment Period.
(bd) The Bank or Xx. Xxxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Xx. Xxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement The Company hereby agrees to employ the contraryExecutive, and the Executive hereby accepts employment, on the terms and conditions of set forth in this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2Agreement. The initial Employment Period term of the Executive’s employment with the Company shall be for a term commencing commence on the date of this Agreement Commencement Date and ending end on the fourth third anniversary of the date Commencement Date (the “Initial Term”). At the end of the Initial Term, unless the Board and the Executive enter into a written agreement to extend the Executive’s employment with the Company (an “Extension Agreement”) the Executive’s employment with the Company will automatically terminate (a “Non-Extension Termination”). The terms and conditions of the Executive’s employment for any extension beyond the Initial Term are to be set forth in an Extension Agreement, if any, and such terms may simply be on an “at will” basis if the Company and the Executive so agree. For purposes of this Agreement, “Employment Period” includes only the Initial Term unless the express terms of any Extension Agreement providedprovide that the Employment Period, howeveras such term is used in this Agreement, shall be extended. This Agreement assumes that commencing on the day after Executive meets all eligibility requirements to lawfully work in the date United States. In the event the Executive is no longer so eligible through no fault of this Agreement and on each day thereafterthe Executive, the Employment Period shall be extended for one additional day will terminate as if it were a Non-Extension Termination. In the event the Executive is no longer so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company eligible resulting directly from action or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end inaction on the fourth anniversary part of the date of such written notice ("Notice of Non-Renewal")Executive that could have reasonably been avoided, or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions will terminate as the Board of Directors of the Company if it were a Termination for Cause (the "Board") and Executive may mutually agreeas defined herein).
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 2 contracts
Samples: Executive Relocation and Employment Agreement, Executive Relocation and Employment Agreement (GENTHERM Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Mx. Xxxxxxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Mx. Xxxxxxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Mx. Xxxxxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the Initial Effective Date, the third anniversary of any earlier date on which either the Company or Mx. Xxxxxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxxxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Mx. Xxxxxxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Mx. Xxxxxxxxx’x termination of employment for any reason whatsoever.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Mx. Xxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Mx. Xxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Mx. Xxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the Initial Effective Date, the third anniversary of any earlier date on which either the Company or Mx. Xxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Mx. Xxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Mx. Xxxxx’x termination of employment for any reason whatsoever.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubsection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, January 8, 2015 (the “Initial Term”). The Agreement shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) either party shall have given the Company or Executive elects not to extend the term of this Agreement by giving other written notice to of non-extension at least 90 days prior the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein subsection 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment without Cause or expiration of the this Employment Period upon such terms and conditions as the Board a result of Directors Company’s notification not to renew as provided in Section 5(a) above, (a “Termination without Cause”); (v) Executive’s termination of the Company Executive’s employment for Good Reason (the "Board"a “Termination for Good Reason”); or (vi) and Executive may mutually agreeExecutive’s termination of Executive’s employment for any reason other than Good Reason (a “Voluntary Termination”).
(c) If Any termination of Executive's ’s employment with under subsection 5(b) (other than 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 45 days from the date of such termination and ending on the last day Chief Executive Officer or the BHI Board first made Executive aware of the Employment Periodevent or circumstance.
Appears in 2 contracts
Samples: Employment Agreement (BlueLinx Holdings Inc.), Employment Agreement (BlueLinx Holdings Inc.)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Xx. Xxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Xx. Xxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that to the third anniversary of the relevant Anniversary Date.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a constant four Change in Control (4as defined in section 13 of this Agreement) year occurs and the Bank is not subject to rules and regulations of the Office of Thrift Supervision, then the Employment Period shall be in effectextended through and including the third anniversary of the earliest date after the effective date of such Change of Control on which either the Bank or Xx. Xxxxx elects, unless (iby written notice pursuant to section 3(d) the Company or Executive elects not to extend the term of this Agreement by giving to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change of Control (as defined in section 13 of this Agreement), Xx. Xxxxx has provided written notice to the other party in accordance with Paragraph 19, in which case, subject Bank of his intent to discontinue the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderEmployment Period.
(bd) The Bank or Xx. Xxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Xx. Xxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 2 contracts
Samples: Employment Agreement (Dime Community Bancshares Inc), Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "“Employment Period"”) established under this Paragraph 2. The initial Initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth third (3rd) anniversary of the date of this Agreement provided, however, that commencing this Agreement shall automatically renew for a term of one (1) year on the day after third (3rd) anniversary of the date of this Agreement and on each day thereafter, anniversary of the Employment Period shall be extended for one additional day date of this Agreement thereafter so that a constant four one (41) year Employment Period shall be in effect, unless (i) the Company or Executive Employee elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, case the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal")fixed, or (ii) Executive's Employee’s employment terminates hereunder. Any extension of this Agreement shall not create an obligation of the Company to issue awards to Employee hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's Employee’s employment with the Company may be terminated by the Company or Executive Employee during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Employee’s employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Employee may mutually agree.
(c) If Executive's Employee’s employment with the Company is terminated, for purposes of this Agreement the term "“Unexpired Employment Period" ” shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 2 contracts
Samples: Employment Agreement (Mack Cali Realty Corp), Membership Interest and Asset Purchase Agreement (Mack Cali Realty L P)
Employment Period. (a) Except as otherwise provided in this Agreement The Company agrees to the contraryemploy Executive, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) Executive agrees to serve the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) and its Affiliates (as defined below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; , for the period (the “Employment Period”) commencing on the Effective Date and ending on the earlier of (i) the termination of Executive’s employment with Parent and its subsidiaries pursuant to Section 4, and (ii) nothing the 60th day following the date upon which a successor Chief Executive Officer, appointed by Parent (the “Successor”), commences employment (or such earlier date as may be determined by the Successor) (such date described in this clause (ii), the “Transition Date”). Provided Executive remains employed through the Transition Date or is earlier terminated by the Company other than for Cause, then upon the Transition Date (or such earlier termination date as the Successor may determine), (x) Executive shall be deemed to have resigned, without any further action by Executive, from any and all positions that Executive held with Parent, the Company, and any of their respective Affiliates immediately prior to the Transition Date; provided that if the foregoing is deemed insufficient to effectuate such resignations, Executive will undertake any and all action necessary and required for such effectuation, as set forth in Section 4(f), and (y) subject to Executive’s execution within 50 days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (1) Executive shall be entitled to receive, and the Company will be required to provide, the payments and benefits described in Section 5(a), and (2) notwithstanding anything in this Agreement to the contrary (including Section 5(a)(vi)), Executive’s termination shall mandate or prohibit be treated as a continuation “Retirement” (rather than an “Involuntary Termination for Economic Reasons”) for the purposes of all of Executive's employment following ’s then-outstanding equity incentive awards. For purposes of this Agreement, the expiration of the Employment Period upon such terms and conditions as the Board of Directors of term “Affiliate” means an entity controlled by, controlling or under common control with Parent or the Company (for the "Board") and Executive may mutually agree.
(c) If Executive's employment with avoidance of doubt, the Company is terminated, for purposes an Affiliate of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination Parent and ending on the last day of the Employment Periodvice versa).”
Appears in 1 contract
Employment Period. 2.1.1 The Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period commencing no later than August 20th, 2007 (athe “Commencement Date”) Except and ending on August 14th, 2010 (the “Expiration date”), unless sooner terminated in accordance with the provisions herein (such period is the “Employment Period”); provided, however, that if this Agreement is renewed pursuant to Section 2.1.2 below, then the “Expiration Date” for the then current “Renewal Term” (as otherwise provided hereinafter defined) shall be the date that is last day of the one year period of any Renewal Term.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a "Renewal Term") unless the Company provides written notice of termination to the Executive not less than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause; in all other circumstances, subject thirty (30) days' prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Fortress International Group, Inc.)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth third (3rd) anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement January 1, 2003 and on each day thereafter, the Employment Period shall be extended automatically for one additional day so that a constant four one (41) year Employment Period shall be in effect, effect unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and fixed. Any extension of this Agreement shall end on the fourth anniversary not create an obligation of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates Company to issue new awards to Executive hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. 2.1.1 The Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period commencing no later than January 3, 2012 (athe “Commencement Date”) Except and ending on December 31, 2012 (the “Expiration Date ”), unless sooner terminated in accordance with the provisions herein (such period is the “Employment Period”); provided, however, that if this Agreement is renewed pursuant to Section 2.1.2 of this Agreement, then the “Expiration Date” for the then current “Renewal Term” (as otherwise provided hereinafter defined) shall be the date that is last day of the one year period of any Renewal Term.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a “Renewal Term”) unless the Company provides written notice of termination to the Executive not less than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause. In all other circumstances, subject thirty (30) days’ prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Fortress International Group, Inc.)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing three years beginning on the date of this Agreement Effective Date and ending on the fourth third anniversary of the Effective Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, he may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Mx. Xxxxxxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Mx. Xxxxxxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderrelevant Anniversary Date.
(bc) The Bank or Mx. Xxxxxxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Mx. Xxxxxxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a minimum term commencing on the date of this Agreement and ending on the fourth third anniversary of the date of this Agreement provided, however, that commencing on (the day after "Initial Employment Term"). Following the date expiration of this Agreement and on each day thereafterthe Initial Employment Term, the Employment Period shall automatically be renewed and extended for one additional from day so that a constant four (4) year Employment Period shall be in effect, unless to day until either (i) terminated by the Company or Executive elects not Trust pursuant to extend the term of this Agreement by giving a written notice given to the other party Executive in accordance with Paragraph 19, in which case, subject 19 at least six (6) months prior to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the effective date of such written notice termination (the "Six Month Notice of Non-Renewal"), or (ii) the Executive's employment otherwise terminates hereunder; it being understood, however, that in no event shall any Six Month Notice of Non-Renewal be effective prior to the final day of the Initial Employment Term.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company Trust may be terminated by the Company Trust or Executive during the Employment PeriodPeriod other than as provided in subparagraph 2(a) hereof, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company Trust is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending ending, (i) in the case of termination pursuant to a Six Month Notice of Non-Renewal given and made effective in accordance with subparagraph 2(a) hereof, on the last effective date of termination set forth therein, or (ii) in all other circumstances of termination, the later of (A) the final day of the Initial Employment PeriodTerm or (B) six (6) months after the giving of notice by the terminating party or the occurrence of such other event that automatically results in termination.
Appears in 1 contract
Employment Period. The employment of the Employee shall be "at ----------------- will" commencing as of October 22, 2001 (athe "Effective Date"), and continuing thereafter until terminated by either party upon sixty (60) Except as otherwise provided in this Agreement days prior written notice to the contrary, other or earlier if the terms and conditions of this Agreement shall be and remain in effect during the period of employment is terminated pursuant to Article 4.1 or 4.2 below (the "Employment Period") established under this Paragraph 2). During the Employment Period, Employee shall be employed as the Chief Medical Officer, and shall have the title, duties and responsibilities normally and customarily associated with said office. The initial Employment Period Employee shall be for a term commencing on report to and take direction from the date of this Agreement and ending on the fourth anniversary President of the date Company. By way of this Agreement illustration, the Employee's areas of responsibility and duty shall include, but not limited to, providing overall clinical development expertise to the design, execution and documentation of clinical trials for the Company's lead products; to oversee the clinical development progress currently being conducted by ILEX Oncology; and generally to be involved in protocol development, patient enrollment, study maintenance, data development, evaluation of safety and study related document preparation for present and future clinical trials and to develop a rational clinical development plan for the Company. During the Employment Period, Employee shall devote substantially all of his business time, attention and loyalty to the Company; provided, however, -------- ------- that commencing the foregoing shall not prevent the Employee from serving on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of or otherwise volunteering his services for non-profit corporations or other entities approved by the Company Board of Directors (the "Board") ), which approval shall not be unreasonably withheld or delayed. The Employee warrants and Executive may mutually agree.
(c) If Executive's represents that he is under no contractual or other restrictions or obligations which will in any way limit his activities on behalf of or employment with by the Company is terminated, for purposes Company; and the entering into of this Agreement by the term "Unexpired Employment Period" shall mean Employee does not violate any agreement, contract or confidentiality agreement that the period commencing Employee may have entered into or that is binding upon the Employee. The Company warrants and represents to the Employee that (i) this Agreements has been approved by all requisite corporate action on the date of such termination and ending on the last day part of the Employment PeriodCompany and is enforceable against the Company in accordance with its terms, (ii) the entering into of this Agreement does not violate any agreement that the Company may have entered into or that is binding upon the Company, and (iii) the Employee as an officer of the Company will be covered by the Company's D&O liability insurance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing two years beginning on the date of this Agreement Effective Date and ending on the fourth second anniversary of the date of this Agreement provided, however, that commencing on Effective Date (the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"“Initial Term”), or plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (ii) Executive's employment terminates hereunderthe “Employment Period”).
(b) Notwithstanding anything contained herein Except as provided in Section 2(c), prior to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration first annual anniversary of the Employment Period upon such terms date first above written and conditions as each annual anniversary thereafter, the Board of Directors of the Company Employer shall consider and review (after taking into account all relevant factors, including the "Board"Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Director elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may mutually agreetreat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) If Executive's employment with the Company is terminated, for purposes of Nothing in this Agreement shall be deemed to prohibit the term "Unexpired Employer at any time from terminating the Executive’s employment during the Employment Period" shall mean Period with or without notice for any reason, provided, however, that the period commencing on relative rights and obligations of the date Employer and the Executive in the event of any such termination, including any requirements with respect to prior notice of such termination and ending on the last day of the Employment Periodtermination, shall be determined under this Agreement.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement and ending on the fourth third anniversary date of this Agreement, plus such extensions, if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterAgreement, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Xx. Xxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Xx. Xxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Xx. Xxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Xx. Xxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Xx. Xxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Xx. Xxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the date of this Agreement, the third anniversary of any earlier date on which either the Company or Xx. Xxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Xx. Xxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Xx. Xxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Xx. Xxxxx’x termination of employment for any reason whatsoever.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to The Company and the contrary, Bank shall employ the terms and conditions of this Agreement shall be and remain in effect during the Executive for (i) an initial period of employment two (the "Employment Period"2) established under this Paragraph 2. The initial Employment Period shall be for a term commencing years beginning on the date of this Agreement (the "EMPLOYMENT COMMENCEMENT DATE") and ending on the fourth day before the second (2nd) anniversary of the date Employment Commencement Date, and (ii) the period of this Agreement providedany additional extensions described in Section 2(b) (the "EMPLOYMENT PERIOD").
(b) The Employment Period shall be subject to extension in the following manner: On each anniversary of the Employment Commencement Date (each, however, that commencing on the day after the date of this Agreement and on each day thereafteran "ANNIVERSARY DATE"), the Employment Period shall automatically be extended for one additional to continue through the day so that a constant four before the second (42nd) year Employment Period shall be in effectanniversary of the relevant Anniversary Date, unless (i) the Executive, the Company or Executive the Bank elects not to so extend the term of this Agreement by giving written notice thereof to the other party in accordance with Paragraph 19, in which case, subject prior to the provisions of sub-paragraph 5(a)(iv) belowAnniversary Date. In determining whether to a give a notice that the Agreement shall not be so extended or to allow the Agreement to be so extended, the term Boards of Directors of the Company and the Bank (or a compensation committee thereof) shall do so on the basis of an annual review of the Executive's performance on or about fifteen (15) days prior to the Anniversary Date, it being understood that each such Board of Directors (or compensation committee thereof) shall act independently in making such determination and either the Company or the Bank (or both) may give a notice of non-extension. The review set forth in this Section 2(b) shall not limit in any manner any review of the Executive's performance in the ordinary course of his employment. If the Employment Period is extended by the Company but not the Bank (or vice-versa), at the conclusion of the Employment Period with the employer that does not extend this Agreement shall become fixed and shall end on (the fourth anniversary of the date of such written notice ("Notice of NonNON-RenewalEXTENDING EMPLOYER"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: Executive (i) Executive's employment shall be discharged from his position with the Company may Non-Extending Employer but shall not be terminated by the Company or Executive during the Employment Period, subject entitled to the terms and conditions Standard Termination Entitlements or the other benefits or severance payments set forth in Section 8 in respect of this Agreementsuch discharge; and (ii) shall remain employed with the extending employer pursuant to the terms hereof during the remainder of the Employment Period as so extended, and all obligations hereunder, including benefits and entitlements due to the Executive hereunder, shall be assumed by and provided by such employer, notwithstanding anything herein to the contrary.
(c) Nothing in this Agreement shall be deemed to prohibit the Company or the Bank from terminating the Executive's employment before the end of the Employment Period with or without notice for any reason. This Agreement shall determine the relative rights and obligations of the Bank, the Company and the Executive in the event of any such termination. In addition, nothing in this Agreement shall mandate or prohibit a continuation require the termination of the Executive's employment following at the expiration of the Employment Period upon Period, PROVIDED that any continuation of employment must be in writing. Any such continuation shall be subject to the terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment PeriodAgreement.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a minimum term commencing on the date of this Agreement and ending on the fourth third anniversary of the date of this Agreement provided, however, that commencing on (the day after "Initial Employment Term"). Following the date expiration of this Agreement and on each day thereafterthe Initial Employment Term, the Employment Period shall automatically be renewed and extended for one additional from day so that a constant four (4) year Employment Period shall be in effect, unless to day until either (i) terminated by the Company or Executive elects not Trust pursuant to extend the term of this Agreement by giving a written notice given to the other party Executive in accordance with Paragraph 19, in which case, subject 19 at least six (6) months prior to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the effective date of such written notice termination (the "Six Month Notice of Non-Renewal"), or (ii) the Executive's employment otherwise terminates hereunder; it being understood, however, that in no event shall any Six Month Notice of Non-Renewal be effective prior to the final day of the Initial Employment Term.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company Trust may be terminated by the Company Trust or Executive at any time during the Employment PeriodPeriod other than as provided in subparagraph 2(a) hereof, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company Trust is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending ending, (i) in the case of termination pursuant to a Six Month Notice of Non-Renewal given and made effective in accordance with subparagraph 2(a) hereof, on the last effective date of termination set forth therein, or (ii) in all other circumstances of termination, the later of (A) the final day of the Initial Employment PeriodTerm or (B) six (6) months after the giving of notice by the terminating party or the occurrence of such other event that automatically results in termination.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment three years beginning on April 1, 2007 (the "Employment Period"“Commencement Date”) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth third anniversary of the date Commencement Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive's performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive's election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, she may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive's employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive's 65th birthday, and in no event shall the Employment Period extend beyond the Executive's 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive's employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date hereof.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of hereof which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the employment period shall be extended for an additional calendar year (unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be extended for one additional day so that a constant four only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(4c) year Notwithstanding (a) and (b) above, the Employment Period shall be in effect, unless end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("Retirement");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTermination for Disability") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("Termination for Cause");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company at least thirty (30) days prior to the effective date such termination identifying such termination as a Termination by Executive for Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); provided that if the Good Reason identified in such notice is terminatedthe Good Reason set forth in paragraph 5(e)(ii) hereof, for purposes of this Agreement the term "Unexpired Employment Period" shall mean Company may, at its option, defer the period commencing on the effective date of such termination and ending on for up to ninety (90) additional days; or
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the last day Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the Employment Periodextension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to The Company shall employ the contraryExecutive, and the Executive shall serve the Company, on the terms and conditions of set forth in this Agreement shall be and remain in effect during the Agreement, for a period of employment three (3) years beginning May 1, 2004 (the "Commencement Date") and ending April 30, 2007 (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement ), provided, however, that commencing on the day after third anniversary of the date of this Agreement Commencement Date and thereafter on each day thereafterannual anniversary of such date (each annual anniversary thereof shall hereinafter be referred to as the "Renewal Date"), unless previously terminated, the Employment Period shall be automatically extended for one additional day so that as to terminate three (3) years from the Renewal Date (individually referred to as a constant four (4) year Employment Period shall be "Renewal Period" and in effectthe plural as the "Renewal Periods"), unless (i) 180 days prior to the Renewal Date the Company or the Executive elects not to extend the term of shall terminate this Agreement by giving written notice to the other party that the Employment Period shall not be so extended. The Employment Period, as extended by one or more Renewal Periods, shall hereinafter be deemed to be the Employment Period. Notwithstanding any such termination, Paragraph 5 shall remain in accordance with Paragraph 19, full force and effect."
2. Subsection (i) of subparagraph 4 (c) is hereby amended by deleting the reference to "36-month period" in which case, subject to the provisions of subfirst sentence and substituting in lieu thereof "60-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice (month period"Notice of Non-Renewal"), or .
3. Subsection (ii) Executive's employment terminates hereunderof subparagraph 4 (c) is hereby amended by (x) deleting the multiplier "three times" in the first sentence and substituting in lieu thereof "five times", and (y) deleting the reference to the "36-month period" in the second sentence and substituting in lieu thereof "60-month period".
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and 4. Subsection (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment subparagraph 4(j) is hereby amended by adding the following sentence immediately following the expiration sentence beginning "For Example..." and ending "...until age 65.": "For purposes of the Employment Period upon such terms and conditions as the Board of Directors of computing the Company (the "Board") and Contribution, each year that Executive may mutually agree.
(c) If Executive's employment receives Salary Continuation Payments shall constitute a year Executive remains with the Company is terminated, for purposes of this Agreement the term Company."Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Standard Parking Corp)
Employment Period. (a) Except as otherwise provided in Subject to the termination provisions hereinafter provided, the initial term of Executive's employment under this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial shall commence on January 31, 2003 (the ----------------- "Employment Period shall be for a term commencing Date") and end on the date of this Agreement and ending on Anniversary Date which is three --------------- (3) years after the fourth anniversary Employment Date (the "Initial Term"); provided, ------------ however, that as of the date that is six (6) months before the end of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterInitial Term, the Employment Period shall will automatically be extended for one additional day so through the Anniversary Date that a constant four (4) year is five years after the Employment Period shall be in effectDate, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to one party has previously provided the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement a notice that such extension shall become fixed and shall end on the fourth anniversary of the date of such written notice not take place (a "Notice of Non-RenewalExtension"), or (ii) Executive's employment terminates hereunder. The period from the end of the Initial Term through such fifth Anniversary Date is referred to as the "Extension --------- Period". The Initial Term and the Extension Period shall ------ collectively be referred to herein as the "Employment Period."
(b) Notwithstanding anything contained herein to the contrary: foregoing, (i) Executive's employment if either party timely delivers a written Notice of Non-Extension to the other in accordance with the Company may be terminated by provisions of Subsection (a) hereof, this Agreement and the Company or Executive during Employment Period shall automatically terminate at the end of the Initial Term and (ii) this Agreement and the Employment Period shall automatically terminate at the end of the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions rights as the Board of Directors of the Company (the "Board") and Executive may mutually agreeset forth in Section 7.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date on which the Employment Period begins.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of on which the Employment Period begins which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effect, unless (i) extended only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(c) Notwithstanding (a) and (b) Notwithstanding anything contained herein above, the Employment Period shall end early upon the first to occur of any of the contraryfollowing events: (i) Executive's death; (ii) Executive's retirement upon or after reaching age 65 ("Retirement"); (iii) the Company's termination of Executive's employment on account of Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six (6) consecutive months ("Termination for Disability"); (iv) the Company's termination of Executive's employment for Cause ("Termination for Cause"); (v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause"); (vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company at least thirty (30) days prior to the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and identifying the Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); provided that if the Good Reason identified in such notice is the Good Reason set forth in paragraph 5(e)(ii) hereof, the Company may, at its option, defer the effective date of such termination for up to ninety (90) additional days; or (vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean: (i) the commission by Executive of a felony or a crime involving moral turpitude; (ii) the commission by Executive of a fraud; (iii) the commission by Executive of any act involving dishonesty or disloyalty with respect to the Company or any of its subsidiaries or affiliates which xxxxx or damages any of them to any extent; (iv) conduct by Executive that brings the Company or any of its subsidiaries or affiliates into substantial public disgrace or disrepute; (v) gross negligence or willful misconduct by Executive with respect to the Company or any of its subsidiaries or affiliates; (vi) repudiation of this Agreement by Executive or Executive's abandonment of his employment with the Company may be terminated (it being expressly understood that a Termination by the Company Executive for Good Reason or a Termination by Executive during the Employment Period, subject to the terms and conditions with Advance Notice shall not constitute such a repudiation or abandonment); (vii) breach by Executive of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration any of the Employment Period upon such terms and conditions as the Board of Directors of the Company agreements in paragraph 8 hereof; or (the "Board"viii) and any other breach by Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement which is material and which is not cured within thirty (30) days after written notice thereof to Executive from the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment PeriodCompany.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(bc) The Company or Mx. Xxxxxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxxxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean the period commencing on the date of such termination specified and ending on the last day later of (i) the third anniversary of the Initial Effective Date, and (ii) the earlier of the third anniversary of any earlier date on which either the Company or Mx. Xxxxxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxxxxxx’x termination of employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubsection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Agreement shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) either party shall have given the Company or Executive elects not to extend the term of this Agreement by giving other written notice to of non-extension at least 90 days prior the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein subsection 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment without Cause or expiration of the this Employment Period upon such terms and conditions as the Board a result of Directors Company’s notification not to renew as provided in Section 5(a) above, (a “Termination without Cause”); (v) Executive’s termination of the Company Executive’s employment for Good Reason (the "Board"a “Termination for Good Reason”); or (vi) and Executive may mutually agreeExecutive’s termination of Executive’s employment for any reason other than Good Reason (a “Voluntary Termination”).
(c) If Any termination of Executive's ’s employment with under subsection 5(b) (other than 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 45 days from the date of such termination and ending on the last day Chief Executive Officer or the BHI Board first made Executive aware of the Employment Periodevent or circumstance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during beginning with the period of employment Effective Date and continuing until April 1, 2012 (the "“Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"”), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein Except as provided in Section 2(c), prior to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment PeriodApril 1, subject to the terms 2010 and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as each April 1st thereafter, the Board of Directors of the Company Employers shall consider and review (after taking into account all relevant factors, including the "Board"Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend on April 1st of each year (beginning with April 1, 2010) if the Board of Directors so approves such extension, unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such April 1st. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive no later than December 31st of the year preceding any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time prior to February 1st immediately prior to the April 1st renewal date, request from the Chief Executive Officer written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may mutually agreetreat the term as having not been extended. Upon termination of the Executive’s employment with the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday. All actions to be taken by the Board of Directors under this Section 2(b) may be taken by the Compensation Committee of the Board of Directors.
(c) If Executive's employment with the Company is terminated, for purposes of Nothing in this Agreement shall be deemed to prohibit the term "Unexpired Employers at any time from terminating the Executive’s employment during the Employment Period" shall mean Period with or without notice for any reason; provided, however, that the period commencing on relative rights and obligations of the date Employers and the Executive in the event of any such termination, including any requirements with respect to prior notice of such termination and ending on the last day of the Employment Periodtermination, shall be determined under this Agreement.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contraryearlier termination pursuant to Section 7, the terms and conditions of this Agreement shall be and remain in effect during the period term of employment of the Executive hereunder shall begin on October 1, 2016, and shall continue until September 30, 2019 (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement “Initial Term”); provided, however, that commencing beginning on the first day after immediately following the date expiration of this Agreement the Initial Term (e.g., October 1, 2019), and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term subsequent anniversary of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) belowsuch day, the term of this Agreement shall become fixed and shall be extended by an additional one (1) year period (each such period, an “Additional Term”), unless at least ninety (90) days before the end on the fourth anniversary of the date Initial Term or the applicable Additional Term, the Company and the Bank notify the Executive that the term of such written notice this Agreement will not be extended. If the term of this Agreement is not extended, the term of employment hereunder shall terminate as of the end of the Initial Term or the end of any Additional Term, as applicable ("Notice collectively, the “Employment Period”). Notwithstanding the foregoing, the employment of Non-Renewal"the Executive hereunder shall cease and this Agreement shall terminate, subject to Section 11(i), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive if and when during the Employment PeriodPeriod a Change of Control shall occur and the Effective Date shall have commenced (as such terms are defined in the Amended and Restated Change of Control Employment Agreement dated December 18, subject to 2008, among the parties hereto, hereinafter the “Change of Control Agreement”), following which the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as Executive’s employment shall be governed exclusively by the Board Change of Directors of the Company (the "Board") and Executive may mutually agreeControl Agreement.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date on which the Employment Period begins.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of on which the Employment Period begins which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("Retirement");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTermination for Disability") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("Termination for Cause");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good Reason by means of advance written notice to the Company is terminated, for purposes of this Agreement at least thirty (30) days prior to the term "Unexpired Employment Period" shall mean the period commencing on the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and ending on identifying the last day Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); provided that if the Employment PeriodGood Reason identified in such notice is the Good Reason set forth in paragraph 5(e)(ii) hereof, the Company may, at its option, defer the effective date of such termination for up to ninety (90) additional days; or
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing two years beginning on the date of this Agreement Effective Date and ending on the fourth third anniversary of the Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, they shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. Upon termination of the Executive’s employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafter, the Employment Period any such termination shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. 2.1.1 Expressly conditioned upon the closing (athe “Closing”) Except under the Purchase Agreement and effective as otherwise provided of the date of the Closing (the “Closing Date”), the Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period (the "Employment Period") beginning on the Closing Date and ending when such period is terminated pursuant to the terms hereof. Unless earlier terminated by either the Company or the Executive as hereinafter provided, the Employment Period shall continue through the third (3rd) anniversary of the Closing Date ("Expiration Date"); provided, however, that if this Agreement is renewed pursuant to Section 2.1(b) below, then the “Expiration Date” for the then current “Renewal Term” (as hereinafter defined) shall be the date that is last day of the one year period of that Renewal Term). Notwithstanding anything to the contrary continued in this Section 2.1(a), if the Closing under the Purchase Agreement does not occur, this Agreement shall be null and void and of no force and effect.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a "Renewal Term") unless the Company provides written notice of termination to the Executive not less than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause; in all other circumstances, subject thirty (30) days' prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Fortress America Acquisition CORP)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph Section 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth [second] anniversary of the date of this Agreement; provided, however, that on each day after the date of this Agreement, the Agreement shall automatically renew so that the remaining term shall be [twenty-four (24)] months, and provided, further that commencing on each annual anniversary of the date of this Agreement provided, however, that commencing on the day after (the date of this each annual anniversary hereof shall be hereinafter referred to as the "Anniversary Date"), unless the Employment Period has been previously terminated, the Board shall, at least 60 days prior to each such Anniversary Date, conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement and on each day thereafterthe results thereof shall be included in the minutes of the Board meeting. The Board shall give the Executive notice of its decision whether or not to extend the Employment Period at least 60 days prior to the Anniversary Date, and if such notice is that the Employment Period shall not be extended (a "Non-Renewal Notice"), the Employment Period shall not be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which extended. In such case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereundershall cease at the end of [twenty-four (24)] months following such Anniversary Date.
(b) Notwithstanding anything herein contained herein to the contrary: (i) the Executive's employment with the Company Bank may be terminated by the Company Bank or the Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of the Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of and the Company (the "Board") and Executive may mutually agree.
(c) If the Executive's employment with the Company Bank is terminatedterminated under described in Section 8(a), for purposes of this Agreement the term "Unexpired unexpired Employment Period" in Section 8(b) shall mean the period of time commencing on the date of such termination and ending on the last day of the Employment Period.
(d) Notwithstanding anything continued in this Section 2 to the contrary, in the event of a Change in Control of the Bank as defined in Section 10, the Employment Period shall be extended until the third anniversary of the Change in Control Date; provided, however, that commencing on the date one year after the Change in Control Date and on each anniversary of such date (such date and each annual anniversary thereof shall also be hereinafter referred to as the "Anniversary Date"), unless the Employment Period has been previously terminated, the Board shall, at least 60 days prior to each Anniversary Date, review and determine whether or not to approve a one-year extension of the Employment Period so that the Employment Period terminates three years from such Anniversary Date, and the Bank shall give the Executive notice of the Board's decision whether or not to extend the Employment Period at least 60 days prior to the Anniversary Date, and if such notice is that the Employment Period shall not be extended (a "Non-Renewal Notice"), the Employment Period shall not be extended.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Mx. Xxxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Mx. Xxxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderrelevant Anniversary Date.
(bc) The Bank or Mx. Xxxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Mx. Xxxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. 2.1.1 Expressly conditioned upon the closing (athe “Closing”) Except under the Purchase Agreement and effective as otherwise provided of the date of the Closing (the “Closing Date”), the Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period (the "Employment Period") beginning on the Closing Date and ending when such period is terminated pursuant to the terms hereof. Unless earlier terminated by either the Company or the Executive as hereinafter provided, the Employment Period shall continue through the third (3rd) anniversary of the Closing Date ("Expiration Date"); provided, however, that if this Agreement is renewed pursuant to Section 2.1.2) below, then the “Expiration Date” for the then current “Renewal Term” (as hereinafter defined) shall be the date that is last day of the one year period of any Renewal Term. Notwithstanding anything to the contrary continued in this Section 2.1.1, if the Closing under the Purchase Agreement does not occur, this Agreement shall be null and void and of no force and effect.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a "Renewal Term") unless the Company provides written notice of termination to the Executive not less than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause; in all other circumstances, subject thirty (30) days' prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Fortress America Acquisition CORP)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(bc) The Company or Mx. Xxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean the period commencing on the date of such termination specified and ending on the last day later of (i) the third anniversary of the Initial Effective Date, and (ii) the earlier of the third anniversary of any earlier date on which either the Company or Mx. Xxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxx’x termination of employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in Subject to the provisions of Section 8, the term of the Executive's employment under this Agreement to will commence upon the contrary, the terms Amendment Date and conditions of this Agreement shall be and remain continue in effect during through the period third anniversary of employment the Amendment Date (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement ); provided, however, that that, subject to the provisions of Section 8, commencing on the day after the date of this Agreement December 17, 2003 and on each day thereafter, the Employment Period shall be automatically extended for one additional day so unless the Employer shall give written notice to Executive that a constant four (4) year the Employment Period shall cease to be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19so extended, in which case, subject to event the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement Employment Period shall become fixed and shall end terminate on the fourth third anniversary of the date such notice is given. The Employment Period may be further extended by mutual agreement of the parties."
3. Section 8(f) shall be amended to add the following paragraph to the end of said Section 8(f): "Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 8(f), together with any other payments and benefits which the Executive has the right to receive from the Employer and its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the severance benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such written notice total amounts and benefits received by the Executive will be one dollar ("Notice of Non-Renewal"), or (ii$1.00) less than three times the Executive's employment terminates hereunder.
"base amount" (bas defined in Section 280G of the Code) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated and so that no portion of such amounts and benefits received by the Company or Executive during the Employment Period, shall be subject to the terms excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and conditions any other applicable taxes). The determination as to whether any such reduction in the amount of the severance benefit is necessary shall be made initially by the Employer in good faith. If a reduced severance benefit is paid hereunder in accordance with clause (1) of the first sentence of this Agreement; paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from the Employer (iior its affiliates) nothing used in this Agreement shall mandate or prohibit determining if a continuation of "parachute payment" exists, exceeds one dollar ($1.00) less than three times the Executive's employment base amount, then the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.
4. The following new Section 12(p) shall be added to the expiration end of Article 12 of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.Agreement:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph Section 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth [second] anniversary of the date of this Agreement; provided, however, that on each day after the date of this Agreement, the Agreement shall automatically renew so that the remaining term shall be [twenty-four (24)] months, and provided, further that commencing on each annual anniversary of the date of this Agreement provided, however, that commencing on the day after (the date of this each annual anniversary hereof shall be hereinafter referred to as the "Anniversary Date"), unless the Employment Period has been previously terminated, the Board shall, at least 60 days prior to each such Anniversary Date, conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement and on each day thereafterthe results thereof shall be included in the minutes of the Board meeting. The Board shall give the Executive notice of its decision whether or not to extend the Employment Period at least 60 days prior to the Anniversary Date, and if such notice is that the Employment Period shall not be extended (a "Non-Renewal Notice"), the Employment Period shall not be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which extended. In such case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereundershall cease at the end of [twenty-four (24)] months following such Anniversary Date.
(b) Notwithstanding anything herein contained herein to the contrary: (i) the Executive's employment with the Company Bank may be terminated by the Company Bank or the Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of the Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of and the Company (the "Board") and Executive may mutually agree.
(c) If the Executive's employment with the Company Bank is terminatedterminated under circumstances described in Section 8(a), for purposes of this Agreement the term "Unexpired unexpired Employment Period" in Section 8(b) shall mean the period of time commencing on the date of such termination and ending on the last day of the Employment Period.
(d) Notwithstanding anything continued in this Section 2 to the contrary, in the event of a Change in Control of the Bank as defined in Section 10, the Employment Period shall be extended until the third anniversary of the Change in Control Date; provided, however, that commencing on the date one year after the Change in Control Date and on each anniversary of such date (such date and each annual anniversary thereof shall also be hereinafter referred to as the "Anniversary Date"), unless the Employment Period has been previously terminated, the Board shall, at least 60 days prior to each Anniversary Date, review and determine whether or not to approve a one-year extension of the Employment Period so that the Employment Period terminates three years from such Anniversary Date, and the Bank shall give the Executive notice of the Board's decision whether or not to extend the Employment Period at least 60 days prior to the Anniversary Date, and if such notice is that the Employment Period shall not be extended (a "Non-Renewal Notice"), the Employment Period shall not be extended.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) Subject to earlier termination as set forth herein, the Company or Executive elects not initial term hereof shall commence on January 1, 2006 and end on December 31, 2008 (such three-year term being referred to extend as the term of this Agreement by giving written notice “Initial Term”). Notwithstanding anything to the other party contrary contained in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) belowpreceding sentence, the term of this Agreement shall become fixed and shall be automatically renewed for successive one-year terms (each such one-year term a “Renewal Term”), unless sooner terminated in accordance with the provisions hereof, or unless either party gives to the other party written notice of intent not to renew the term of this Agreement at least ninety (90) days prior to the end on the fourth anniversary of the date Initial Term or any Renewal Term. For the purposes of such written notice ("Notice of Non-Renewal")this Agreement, or the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.”
(ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein Executive agrees and acknowledges that the Employer has no obligation to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during extend the Employment Period, subject and Executive expressly acknowledges that no promises or understandings to the terms contrary have been made or reached. Executive also agrees and conditions acknowledges that, should the Employer choose to continue Executive’s employment for any period of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation time after the expiration of the Employment Period, Executive's ’s employment with the Employer, unless otherwise agreed by the parties, will be “at will.” In other words, during any time following the expiration of the Employment Period upon such terms Period, unless otherwise agreed by the parties, the Employer may terminate Executive’s employment at any time, with or without reason and conditions as the Board of Directors of the Company (the "Board") with or without notice, and Executive may mutually agree.
(c) If Executive's employment resign at any time, with or without reason and with or without notice. All references herein to the Company is terminated, for purposes term of this Agreement shall refer to the Initial Term, the Renewal Term and any successive term "Unexpired Employment Period" shall mean as the period commencing on the date of such termination and ending on the last day of the Employment Periodcontext logically requires.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment beginning on April 21, 2009 and continuing until April 1, 2012 (the "“Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period"”).
(b) established Except as provided in Section 2(c), prior to April 1, 2010 and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive no later than December 31st of the year preceding any such anniversary date. If the Executive does not receive such notice, the Executive may, by written notice given at any time prior to February 1st of such anniversary date, request from the Chief Executive Officer written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday. All actions to be taken by the Board of Directors under this Paragraph 2. The initial Section 2(b) may be taken by the Compensation Committee of the Board of Directors.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period shall be with or without notice for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubparagraph 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date; except that on the second anniversary of the Effective Date, unless either party shall have given the other 30-days' written notice otherwise, the Employment Period will be extended automatically for one additional year; and, further provided that if the Employment Period has been extended for one additional day so that a constant four (4) one-year Employment Period shall be in effectperiod, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end then on the fourth third anniversary of the date of such Effective Date, unless either party shall have given the other 30-days' written notice ("Notice of Non-Renewal")otherwise, or (ii) Executive's employment terminates hereunderthe Employment Period will again be extended automatically for one additional year.
(b) Notwithstanding anything contained herein The Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreementdeath; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company's termination of Executive's employment following on account of Disability; (iii) the expiration Company's termination of Executive's employment for Cause (a "Termination for Cause"); (iv) the Employment Period upon such terms and conditions as the Board Company's termination of Directors Executive's employment without Cause (a "Termination without Cause"); (v) Executive's termination of the Company Executive's employment for Good Reason (the a "BoardTermination for Good Reason"); or (vi) and Executive may mutually agreeExecutive's termination of Executive's employment for any reason other than Good Reason (a "Voluntary Termination").
(c) If Any termination of Executive's employment with under subparagraph 5(b) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 90 days from the date of such termination and ending on the last day Executive first became aware of the Employment Periodevent or circumstance.
Appears in 1 contract
Samples: Employment Agreement (PRG Schultz International Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment three years beginning on the Effective Date and ending on the third anniversary of the Effective Date (the Initial Term"), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the "Employment Period").
(b) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on Except as provided in Section 2(c), prior to the date of this Agreement and ending on the fourth first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive's performance and any recommendation of Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive's election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, she may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive's employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive's 65th birthday, and in no event shall the Employment Period extend beyond the Executive's 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive's employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except The first sentence of Section 4(a) of the Agreement is amended and restated to read as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the follows: "Employment Period") established under this Paragraph 2. The initial Employment Period commenced on July 1, 2000 and shall be for a term commencing terminate on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement providedJuly 1, however, 2008; provided that commencing on the day after the date of this Agreement and on each day thereafter, (i) the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company terminate prior to such date upon Executive's death or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Incapacity; (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company Employment Period may be terminated by the Company at any time prior to such date with Cause or Executive during without Cause; and (iii) the Employment PeriodPeriod may be terminated by Executive at any time for any reason (a "Voluntary Termination")."
(b) The first sentence of Section 4(d) of the Agreement is amended and restated to read as follows: "In the event that Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, subject following such Termination and upon execution by Executive of a general release on employment matters in favor of the Company, Subsidiary and their Affiliates, in form satisfactory to the terms Company, releasing any and conditions all claims, including claims for payments (other than those payments due under this Section 4 and Section 3(c)), due to Executive arising under or pursuant to this Agreement against the Company, Subsidiary and their Affiliates as of this Agreement; the Termination Date, the Company shall pay Executive his annual Base Salary (as in effect on the Termination Date) and provide benefits equivalent to those provided at the Termination Date for a period of nine months or, if longer, until the earlier of (i) the two-year anniversary of the Termination Date and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the July 1, 2008."Board") and Executive may mutually agree.
(c) If Executive's employment with The references in Section 7(a) and 7(b) of the Company is terminated, for purposes of this Agreement the term to "Unexpired Employment Periodone (1) year thereafter" shall mean the period commencing on the date of such termination be amended to read "two (2) years thereafter." Executive expressly acknowledges and ending on the last day agrees that he has agreed to this extension of the Employment PeriodNoncompete Period and the nonsolicitation period in consideration of the additional severance benefits provided by this Amendment.
Appears in 1 contract
Samples: Executive Employment Agreement (Aavid Thermal Technologies Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph section 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth third anniversary of the date of this Agreement provided, however, Agreement; provided however that commencing on the day date one year after the date of this Agreement and on each day thereafterannual anniversary of such date (such date of each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless the Employment Period has been previously terminated, the Board shall, at least 60 days prior to each such Renewal Date, review and determine whether or not to approve a one-year extension of the Employment Period, and such Board shall give Xx. Xxxxxxxx notice of its decision whether or not to extend the Employment Period at least 60 days prior to the Renewal Date, and if such notice is that the Employment Period shall not be extended (a "Non-Renewal Notice"), the Employment Period shall not be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderextended.
(b) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxxxxx'x employment with the Company Bank may be terminated by the Company Bank or Executive Xx. Xxxxxxxx during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Xx. Xxxxxxxx may mutually agree.
(c) If Executive's Xx. Xxxxxxxx'x employment with the Company Bank is terminatedterminated under circumstances described in section 8(a), for purposes of this Agreement the term "Unexpired unexpired Employment Period" in section 8(a) shall mean the period of time commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (ai) Except Subject to earlier termination as otherwise provided in this Agreement set forth herein, the period commencing on January 1, 2003, and ending on December 31, 2005 (such three-year term being referred to as the "Initial Term"). Notwithstanding anything to the contrarycontrary contained in the preceding sentence, the terms and conditions of this Agreement shall be automatically renewed for successive one-year terms (each such one-year term a "Renewal Term"), unless sooner terminated in accordance with the provisions hereof, or unless either party gives to the other party written notice of intent not to renew the Agreement at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. For the purposes of this Agreement, the Initial Term and remain in effect during the period of employment (each Renewal Term shall collectively be referred to as the "Employment Period."
(ii) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on Executive agrees and acknowledges that the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not Employer has no obligation to extend the term of this Agreement by giving written notice Employment Period, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive also agrees and acknowledges that, should the Employer choose to continue Executive's employment for any period of time after the expiration of the Employment Period, Executive's employment with the Employer, unless otherwise agreed by the parties, will be "at will." In other party in accordance words, during any time following the expiration of the Employment Period, unless otherwise agreed by the parties, the Employer may terminate Executive's employment at any time, with Paragraph 19or without reason and with or without notice, in which caseand Executive may resign at any time, subject with or without reason and with or without notice. All references herein to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein refer to the contrary: (i) Executive's employment with Initial Term, the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms Renewal Term and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions any successive term as the Board of Directors of the Company (the "Board") and Executive may mutually agreecontext logically requires.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date hereof.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of hereof which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("Retirement");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTermination for Disability") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("Termination for Cause");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company at least thirty (30) days prior to the effective date such termination identifying such termination as a Termination by Executive for Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); provided that if the Good Reason identified in such notice is terminatedthe Good Reason set forth in paragraph 5(e)(ii) hereof, for purposes of this Agreement the term "Unexpired Employment Period" shall mean Company may, at its option, defer the period commencing on the effective date of such termination and ending on for up to ninety (90) additional days; or (vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the last day Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the Employment Periodextension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubsection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon January 21, 2013 (the “Initial Term”). The Agreement shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) either party shall have given the Company or Executive elects not to extend the term of this Agreement by giving other written notice to of non-extension at least 90 days prior the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein subsection 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment without Cause or expiration of the this Employment Period upon such terms and conditions as the Board a result of Directors Company’s notification not to renew as provided in Section 5(a) above, (a “Termination without Cause”); (v) Executive’s termination of the Company Executive’s employment for Good Reason (the "Board"a “Termination for Good Reason”); or (vi) and Executive may mutually agreeExecutive’s termination of Executive’s employment for any reason other than Good Reason (a “Voluntary Termination”).
(c) If Any termination of Executive's ’s employment with under subsection 5(b) (other than 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 45 days from the date of such termination and ending on the last day BHI Board first made Executive aware of the Employment Periodevent or circumstance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 3 (the "Employment Period") established under this Paragraph 2). The initial Employment Period shall be for a an initial term commencing of three years beginning on the Initial Effective Date and ending on the third anniversary date of the Initial Effective Date, plus such extensions, if any, as are provided by the Board pursuant to section 3(b).
(b) Prior to the first anniversary of the Initial Effective Date and each anniversary date thereafter (each, an "Anniversary Date"), the Board shall review the terms of this Agreement and ending on Mx. Xxxxx'x performance of services hereunder and may, in the fourth anniversary absence of objection from Mx. Xxxxx, approve an extension of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterEmployment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderrelevant Anniversary Date.
(bc) The Bank or Mx. Xxxxx may, at any time by written notice given to the other, elect to terminate this Agreement. Any such notice given by the Bank shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxx'x employment with the Company Bank may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxx'x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") Bank and Executive Mx. Xxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "Remaining Unexpired Employment Period" as of any specified date shall mean the a period commencing on the date of such termination specified and ending on the last day of the third (3rd) year from the date specified, or, if neither party has given notice electing a discontinuance of the Employment Period, on the third (3rd) anniversary of the date specified.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing beginning on the date of this Agreement Effective Date and ending on April 1, 2008 (the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"“Initial Term”), or plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (ii) Executive's employment terminates hereunderthe “Employment Period”).
(b) Notwithstanding anything contained herein Except as provided in Section 2(c), prior to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment PeriodApril 1, subject to the terms 2007 and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as each April 1st thereafter, the Board of Directors of the Company Employer shall consider and review (after taking into account all relevant factors, including the "Board"Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first April 1st) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such April 1st . If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such April 1st. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant April 1st, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may mutually agreetreat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) If Executive's employment with the Company is terminated, for purposes of Nothing in this Agreement shall be deemed to prohibit the term "Unexpired Employer at any time from terminating the Executive’s employment during the Employment Period" shall mean Period with or without notice for any reason, provided, however, that the period commencing on relative rights and obligations of the date Employer and the Executive in the event of any such termination, including any requirements with respect to prior notice of such termination and ending on the last day of the Employment Periodtermination, shall be determined under this Agreement.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubsection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon January 20, 2013 (the “Initial Term”). The Agreement shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) either party shall have given the Company or Executive elects not to extend the term of this Agreement by giving other written notice to of non-extension at least 90 days prior the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein subsection 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment without Cause or expiration of the this Employment Period upon such terms and conditions as the Board a result of Directors Company’s notification not to renew as provided in Section 5(a) above, (a “Termination without Cause”); (v) Executive’s termination of the Company Executive’s employment for Good Reason (the "Board"a “Termination for Good Reason”); or (vi) and Executive may mutually agreeExecutive’s termination of Executive’s employment for any reason other than Good Reason (a “Voluntary Termination”).
(c) If Any termination of Executive's ’s employment with under subsection 5(b) (other than 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 45 days from the date of such termination and ending on the last day BHI Board first made Executive aware of the Employment Periodevent or circumstance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing beginning on the date of this Agreement Effective Date and ending on April 1, 2008 (the fourth anniversary “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to April 1, 2007 and each April 1st thereafter, the Boards of Directors of the date Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first April 1st) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such April 1st If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such April 1st. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant April 1st, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employer at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employer and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterSection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for one additional day so that successive one-year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) the Company or shall have given Executive elects not to extend the term of this Agreement by giving written notice of non-extension at least ninety (90) calendar days prior to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein Section 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period upon such terms solely as a result of the Company’s non- renewal as provided in Section 5(a) (a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”): or (vii) a Change in Control Termination.
(c) Upon termination of Executive’s employment for any reason, unless otherwise expressly specified in a written agreement between Executive and conditions as the Board, Employee shall be deemed to have resigned from (i) all offices, board memberships, and other employment or managerial positions then held with the Company, BHI, and all of their affiliates, if any, and (ii) the Board of Directors of BHI, and the board of directors, board of managers, or other governing body of BHI and any direct or indirect subsidiary or affiliate of the Company (or BHI, if any, and shall take all actions reasonably requested by the "Board") and Executive may mutually agreeCompany to evidence or effectuate the foregoing.
(cd) If Any termination of Executive's ’s employment with under Section 5(b) (other than Section 5(b)(i)) must be communicated by a “Notice of Termination” as defined in Section 8(m), delivered by the Company is terminatedor Executive, for purposes of this Agreement as the term "Unexpired Employment Period" shall mean case may be, to the period commencing on the date of such termination and ending on the last day of the Employment Periodother party.
Appears in 1 contract
Samples: Employment Agreement
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth second anniversary of the date on which the Employment Period begins.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of on which the Employment Period begins which precedes Executive's sixty-fifth birthday by more than one year, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("RETIREMENT");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTERMINATION FOR DISABILITY") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("TERMINATION FOR CAUSE");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("TERMINATION WITHOUT CAUSE");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company is terminated, for purposes of this Agreement at least thirty (30) days prior to the term "Unexpired Employment Period" shall mean the period commencing on the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and ending on identifying the last day Good Reason ("TERMINATION BY EXECUTIVE FOR GOOD REASON") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive for Good Reason); provided that (A) if the Good Reason identified in such notice is the Good Reason set forth in paragraph 5(e)(ii) hereof, the Company may, at its option, defer the effective date of such termination for up to ninety (90) additional days and (B) if the Good Reason identified in such notice is the Good Reason set forth in paragraph 5(e)(iv) hereof, Executive must give the written notice described in this paragraph no later than the second anniversary of the Employment PeriodChange of Control, and such Change of Control shall cease to be a Good Reason if such notice is not given by such second anniversary; or
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("TERMINATION BY EXECUTIVE WITH ADVANCE NOTICE") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive with Advance Notice).
(d) For purposes of this Agreement, "CAUSE" shall mean:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in Subject to the termination provisions hereinafter provided, the initial term of Executive's employment under this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial shall commence as of November 25, 2002 (the ----------------- "Employment Period shall be for a term commencing Date") and end on the date of this Agreement and ending on Anniversary Date which is three (3) --------------- years after the fourth anniversary Employment Date (the "Initial Term"); provided, ------------ however, that as of the date that is six (6) months before the end of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterInitial Term, the Employment Period shall will automatically be extended for one additional day so through the Anniversary Date that a constant four (4) year is five years after the Employment Period shall be in effectDate, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to one party has previously provided the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement a notice that such extension shall become fixed and shall end on the fourth anniversary of the date of such written notice not take place (a "Notice of Non-RenewalExtension"), or (ii) Executive's employment terminates hereunder. The period from the end of the Initial Term through such fifth Anniversary Date is referred to as the "Extension Period". ---------------- The Initial Term and the Extension Period shall collectively be referred to herein as the "Employment Period." -----------------
(b) Notwithstanding anything contained herein to the contrary: foregoing, (i) Executive's employment if either party timely delivers a written Notice of Non-Extension to the other in accordance with the Company may be terminated by provisions of Subsection (a) hereof, this Agreement and the Company or Executive during Employment Period shall automatically terminate at the end of the Initial Term and (ii) this Agreement and the Employment Period shall automatically terminate at the end of the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions rights as the Board of Directors of the Company (the "Board") and Executive may mutually agreeset forth in Section 7.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. 2.1.1 Expressly conditioned upon the closing (athe “Closing”) Except under the Purchase Agreement and effective as otherwise provided of the date of the Closing (the “Closing Date”), the Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period (the "Employment Period") beginning on the Closing Date and ending when such period is terminated pursuant to the terms hereof. Unless earlier terminated by either the Company or the Executive as hereinafter provided, the Employment Period shall continue through the third (3rd) anniversary of the Closing Date ("Expiration Date"); provided, however, that if this Agreement is renewed pursuant to Section 2.1.2 below, then the “Expiration Date” for the then current “Renewal Term” (as hereinafter defined) shall be the date that is last day of the one year period of any Renewal Term. Notwithstanding anything to the contrary continued in this Section 2.1.1, if the Closing under the Purchase Agreement does not occur, this Agreement shall be null and void and of no force and effect.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a "Renewal Term") unless the Company provides written notice of termination to the Executive not less than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause; in all other circumstances, subject thirty (30) days' prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Fortress America Acquisition CORP)
Employment Period. (a) Except as otherwise provided in Subject to the termination provisions hereinafter provided, the initial term of Executive's employment under this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial shall commence as of November 25, 2002 (the ----------------- "Employment Period shall be for a term commencing Date") and end on the date of this Agreement and ending on Anniversary Date which is three (3) --------------- years after the fourth anniversary of Employment Date (the date of this Agreement "Initial Term"); provided, however, that commencing on the day after as of the date that is six(6) months before the end of this Agreement and on each day thereafterthe Initial Term, the Employment Period shall will automatically be extended for one additional day so through the Anniversary Date that a constant four (4) year is five years after the Employment Period shall be in effectDate, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to one party has previously provided the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement a notice that such extension shall become fixed and shall end on the fourth anniversary of the date of such written notice not take place (a "Notice of Non-RenewalExtension"), or (ii) Executive's employment terminates hereunder. The period from the end of the Initial Term through such fifth Anniversary Date is referred to as the "Extension Period" ---------------- The Initial Term and the Extension Period shall collectively be referred to herein as the "Employment Period."
(b) Notwithstanding anything contained herein to the contrary: foregoing, (i) Executive's employment if either party timely delivers a written Notice of Non-Extension to the other in accordance with the Company may be terminated by provisions of Subsection (a) hereof, this Agreement and the Company or Executive during Employment Period shall automatically terminate at the end of the Initial Period and (ii) this Agreement and the Employment Period shall automatically terminate at the end of the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions rights as the Board of Directors of the Company (the "Board") and Executive may mutually agreeset forth in Section 7.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterSection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the first anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) the Company or shall have given Executive elects not to extend the term of this Agreement by giving written notice of non-extension at least ninety (90) calendar days prior to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein Section 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period upon such terms and conditions solely as the Board of Directors a result of the Company Company’s non-renewal as provided in Section 5(a) (the "Board"each, a “Termination without Cause”); (v) and Executive may mutually agreeExecutive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”); or (vii) a Change in Control Termination.
(c) If Any termination of Executive's ’s employment with under Section 5(b) (other than Section 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) calendar days after the date Executive first becomes aware of such termination and ending on the last day of the Employment Periodevent or circumstance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement Initial Effective Date and ending on the fourth third anniversary date of the date of this Agreement providedInitial Effective Date, howeverplus such extensions, that commencing if any, as are provided pursuant to section 3(b).
(b) Beginning on the day after the date of this Agreement and on each day thereafterInitial Effective Date, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Mx. Xxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Mx. Xxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(bc) The Company or Mx. Xxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(d) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Mx. Xxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Mx. Xxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Mx. Xxxxxx may mutually agreeagree upon.
(ce) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean the period commencing on the date of such termination specified and ending on the last day later of (i) the third anniversary of the Initial Effective Date, and (ii) the earlier of the third anniversary of any earlier date on which either the Company or Mx. Xxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Mx. Xxxxxx’x termination of employment for any reason.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement The Company hereby agrees to employ the contraryExecutive, and the terms and conditions of this Agreement shall be Executive hereby agrees to accept employment with and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary employ of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; , for the period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (ii) nothing in the "Employment Period"). Notwithstanding the previous sentence, commencing on the fifth anniversary of the Effective Date, and on each anniversary date thereafter, this Agreement shall mandate or prohibit a continuation of and the Executive's employment following hereunder will be automatically renewed and the expiration of term extended for successive one-year periods upon the Employment Period upon such terms and conditions set forth herein unless either party to this Agreement gives the other party written notice (in accordance with Section 11(b)) of such party's intention to terminate this Agreement at least three months prior to the end of such initial or extended term. For purposes of this Agreement, any reference to the "Employment Period" will include the original term and any extension thereof. The Employment Period shall, for the purposes of this agreement, be divided into a period beginning on the Effective Date and ending on the second anniversary thereof, or if earlier, upon the termination of employment of the Chairman and Chief Executive Officer of the Company as of the date hereof or of his status as Chief Executive Officer (the "First Employment Segment"); a period beginning immediately after the First Employment Segment and ending on the fourth anniversary of the Effective Date or if earlier, upon the termination of employment of the Chairman and Chief Executive Officer of the Company as of the date hereof or of his status as Chairman of the Board of Directors of the Company (the "BoardSecond Employment Segment") ); and Executive may mutually agree.
(c) If Executivea third period commencing immediately after the Second Employment Segment or, if earlier upon the termination of the current Chairman's employment with status as Chairman of the Board of the Company is terminated, for purposes of this Agreement (the term "Unexpired Third Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment PeriodSegment").
Appears in 1 contract
Samples: Employment Agreement (Conrail Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing beginning on the date of this Agreement Effective Date and ending on April 1, 2008 (the fourth anniversary “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to April 1, 2007 and each April 1st thereafter, the Boards of Directors of the date Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first April 1st) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such April 1st. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such April 1st. If the Executive does not receive such notice, the Executive may, by written notice given at any time during the ninety (90) days prior to the relevant April 1st, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employer at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employer and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterSection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for one additional day so that successive one-year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) the Company or shall have given Executive elects not to extend the term of this Agreement by giving written notice of non-extension at least ninety (90) calendar days prior to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein Section 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period upon such terms solely as a result of the Company’s non-renewal as provided in Section 5(a) (a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”): or (vii) a Change in Control Termination.
(c) Upon termination of Executive’s employment for any reason, unless otherwise expressly specified in a written agreement between Executive and conditions as the Board, Employee shall be deemed to have resigned from (i) all offices, board memberships, and other employment or managerial positions then held with the Company, BHI, and all of their affiliates, if any, and (ii) the Board of Directors of BHI, and the board of directors, board of managers, or other governing body of BHI and any direct or indirect subsidiary or affiliate of the Company (or BHI, if any, and shall take all actions reasonably requested by the "Board") and Executive may mutually agreeCompany to evidence or effectuate the foregoing.
(cd) If Any termination of Executive's ’s employment with under Section 5(b) (other than Section 5(b)(i)) must be communicated by a “Notice of Termination” as defined in Section 8(m), delivered by the Company is terminatedor Executive, for purposes of this Agreement as the term "Unexpired Employment Period" shall mean case may be, to the period commencing on the date of such termination and ending on the last day of the Employment Periodother party.
Appears in 1 contract
Employment Period. The term of the Executive's employment by the Company (the "Employment Period") shall continue until the earliest to occur of (i) March 31, 2006 (the "Scheduled Termination Date"), (ii) termination of the Executive's employment in accordance with Sections 6(a), (b) or (c) hereof or (iii) the date of the Executive's death. Subject to earlier termination of this Agreement pursuant to the foregoing clauses (ii) and (iii), the Employment Period shall be extended automatically for successive one-year terms (each such term being an "Extension") unless either the Company or the Executive gives the other party written notice at least sixty (60) days prior to the Scheduled Termination Date or the end of the previous Extension, as applicable, of such party's desire to terminate this Agreement on the Scheduled Termination Date or the applicable Extension, in which case this Agreement will terminate on the Scheduled Termination Date or the date on which the applicable Extension terminates."
3. Section 3 is hereby amended by (a) Except as otherwise provided adding the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, the terms unless reasonable business demands or reasonable travel requirements necessitate otherwise as reasonably determined by David Walke and conditions of this Agreement conveyed as xxxx xx Xxxcutive, Executive shall be carry out his duties and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary responsibilities as President of the date Company at the Company's offices at 3 West 35th Street, New York, Xxx Xxxx, xxx xxxxx xx xxxxxxxxx xx work from his home each Monday per week, it being the intention of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19parties that, in which case, subject to no event shall the provisions Executive be deprived of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed working at home less than 47 business days per annum," and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to deleting, in each place it occurs in Section 3, the contrary: phrase "the CEO of FIND" and by replacing it in each such instance with the phrase "the CEO of FIND and a mutually agreed upon officer of FIND or one of its subsidiaries.
4. Section 5(a) is hereby amended by (ia) deleting the phrase "One Hundred Fifty Thousand Dollars ($150,000.00)" and replacing it with the phrase "Two Hundred Fifty Thousand Dollars ($250,000.00)" and (b) adding the following sentence at the end of such Section 5(a): "On the first day of each Extension, if any, the Executive's employment with salary shall increase by four percent (4%) from the Company may be terminated by the Company or Executive Executives salary during the previous Employment PeriodPeriod or Extension, subject to as the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following case may be, for the expiration part of the Employment Period upon beginning the first day of such terms Extension and conditions as ending the Board of Directors date that is the one-year anniversary of the Company first day of such Extension (the each such period being an "BoardExtension Period") and Executive may mutually agree).
5. Section 5(e) is hereby amended by deleting the dollar figure of "$37,500" and replacing it with "$25,000".
6. Section 5 is hereby amended by adding the following new paragraph (c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.i):
Appears in 1 contract
Samples: Employment Agreement (Find SVP Inc)
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereaftersubparagraph 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the third anniversary of the Effective Date; except that on the third anniversary of the Effective Date, unless either party shall have given the other 30-days' written notice otherwise, the Employment Period will be extended automatically for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunderyear.
(b) Notwithstanding anything contained herein The Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreementdeath; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company's termination of Executive's employment following on account of Disability; (iii) the expiration Company's termination of Executive's employment for Cause (a "Termination for Cause"); (iv) the Employment Period upon such terms and conditions as the Board Company's termination of Directors Executive's employment without Cause (a "Termination without Cause"); (v) Executive's termination of the Company Executive's employment for Good Reason (the a "BoardTermination for Good Reason"); or (vi) and Executive may mutually agreeExecutive's termination of Executive's employment for any reason other than Good Reason (a "Voluntary Termination").
(c) If Any termination of Executive's employment with under subparagraph 5(b) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within 90 days from the date Executive first became aware of the event or circumstance,; provided that the specified period of time shall be extended in the event that Executive delivers a written complaint, protest or notice of such termination and ending on event or circumstance for so long as necessary for the last day of Company to investigate, respond, escalate and/or remedy the Employment Periodmatter.
Appears in 1 contract
Samples: Employment Agreement (PRG Schultz International Inc)
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contraryproviso below providing for initial employment by Freescale Semiconductor UK Ltd. (“Freescale UK”), the terms Company hereby agrees to employ the Executive, and conditions of this Agreement shall the Executive hereby agrees to be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated employed by the Company or Executive during the Employment PeriodCompany, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination Effective Date and ending on the last day fourth anniversary thereof (the “Initial Term”), provided that, on the third anniversary and each anniversary of the Effective Date thereafter, the employment period shall be extended by one year unless at least 90 days prior to such anniversary, the Company or the Executive delivers a written notice (a “Notice of Non-Renewal”) to the other Party that the employment period shall not be so extended (the Initial Term as so extended, the “Employment Period”); and, provided, further, that prior to the first date (the “Visa Date”) the Executive has received (and supplied to the Company satisfactory and appropriate documentation of) all necessary immigration approvals to work full-time in the United States and to be compensated through the Company’s United States payroll, the Executive shall be officially employed by Freescale UK in accordance with the agreement between the Executive and Freescale UK, dated May 14, 2004 (the “UK Employment Agreement”) set forth as Exhibit A hereto. As soon as practicable following the Visa Date, the Executive shall resign as an employee of Freescale UK and shall thereafter be an employee of the Company. For all purposes under this Agreement, references to a termination of the Executive’s employment with the Company shall, prior to the Visa Date, refer to a termination of the Employment PeriodPeriod and of the Executive’s service as Chief Executive Officer of the Company.
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Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing three years beginning on the date of this Agreement Effective Date and ending on the fourth third anniversary of the Effective Date (the Initial Term”), plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, she may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement Subject to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterSection 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for successive one additional day so that year terms (each, a constant four (4) year Employment Period shall be in effect“Renewal Term”), unless (i) the Company or shall have given Executive elects not to extend the term of this Agreement by giving written notice of non-extension at least ninety (90) calendar days prior to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Term or (ii) Executive's employment terminates hereunderany Renewal Term.
(b) Notwithstanding anything contained herein Section 5(a), the Employment Period will end upon the first to occur of any of the contraryfollowing events: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement’s death; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Company’s termination of Executive's ’s employment following on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period upon such terms and conditions solely as the Board of Directors a result of the Company Company’s non-renewal as provided in Section 5(a) (the "Board"a “Termination without Cause”); (v) and Executive may mutually agreeExecutive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”); or (vii) a Change in Control Termination.
(c) If Any termination of Executive's ’s employment with under Section 5(b) (other than Section 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company is terminatedor Executive, as the case may be, to the other party.
(d) Executive will be deemed to have waived any right to a Termination for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) calendar days after the date Executive first becomes aware of such termination and ending on the last day of the Employment Periodevent or circumstance.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth third anniversary of the date on which the Employment Period begins.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of on which the Employment Period begins which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four year (4) year unless Executive's sixty-fifth birthday occurs during such additional year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("RETIREMENT");
(biii) Notwithstanding anything contained herein the Company's termination of Executive's employment on account of Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six (6) consecutive months ("TERMINATION FOR DISABILITY");
(iv) the Company's termination of Executive's employment for Cause ("TERMINATION FOR CAUSE");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("TERMINATION WITHOUT CAUSE");
(vi) Executive's termination of Executive's employment for Good Reason by means of advance written notice to the contrary: Company at least thirty (30) days prior to the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and identifying the Good Reason ("TERMINATION BY EXECUTIVE FOR GOOD REASON") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive for Good Reason);
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("TERMINATION BY EXECUTIVE WITH ADVANCE NOTICE") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive with Advance Notice); or
(viii) the termination of Executive's employment (A) on account of a Termination without Cause before the second anniversary of a Change of Control, (B) on account of a Termination by Executive for Good Reason before the second anniversary of a Change of Control or (C) in connection with but prior to a Change of Control and following the commencement of any discussion with any third party that (i) requests or suggests that Executive's employment with the Company may be terminated by the Company or Executive during the Employment Periodterminated, subject to the terms and conditions of this Agreement; and (ii) nothing ultimately engages in this Agreement shall mandate or prohibit a continuation Change of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company Control (the collectively, "BoardTERMINATION FOLLOWING A CHANGE OF CONTROL") and Executive may mutually agree).
(cd) If Executive's employment with the Company is terminated, for For purposes of this Agreement the term Agreement, "Unexpired Employment PeriodCAUSE" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.mean:
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contraryhereinafter provided, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on continue until, and shall end upon, the date of this Agreement and ending on the fourth fifth anniversary of the date hereof.
(b) On each anniversary of this Agreement provided, however, that commencing on the day after the date of hereof which precedes Executive's sixty-fifth birthday by more than four years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this Agreement and on each day thereaftersentence shall no longer apply, the Employment Period shall be extended for one an additional day so that a constant four calendar year (4) year unless Executive's sixty-fifth birthday occurs during such additional calendar year, in which event the Employment Period shall be in effectextended only until such birthday). In no event shall the Employment Period be extended beyond the Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, unless the Employment Period shall end early upon the first to occur of any of the following events:
(i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or Executive's death;
(ii) Executive's employment terminates hereunder.retirement upon or after reaching age 65 ("Retirement");
(biii) Notwithstanding anything contained herein to the contrary: (i) ExecutiveCompany's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation termination of Executive's employment following the expiration on account of the Employment Period upon such terms and conditions Executive's having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of Directors illness or incapacity for a period of the Company more than six (the 6) consecutive months ("BoardTermination for Disability") and Executive may mutually agree.);
(civ) If the Company's termination of Executive's employment with for Cause ("Termination for Cause");
(v) the Company's termination of Executive's employment other than a Termination for Disability or a Termination for Cause ("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good Reason, by means of advance written notice to the Company is terminated, for purposes of this Agreement at least thirty (30) days prior to the term "Unexpired Employment Period" shall mean the period commencing on the effective date of such termination and ending on identifying such termination as a Termination by Executive for Good Reason ("Termination by Executive for Good Reason") (it being expressly understood that Executive's giving notice that the last day extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive for Good Reason"); or
(vii) Executive's termination of Executive's employment for any reason other than Good Reason, by means of advance written notice to the Employment PeriodCompany at least one hundred eighty (180) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("Termination by Executive with Advance Notice") (it being expressly understood that Executive's giving notice that the extension provision in the first sentence of paragraph 5 (b) hereof shall no longer apply shall not constitute a "Termination by Executive with Advance Notice").
(d) For purposes of this Agreement, "Cause" shall mean:
Appears in 1 contract
Employment Period. (a) Except Subject to earlier termination as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) belowSection 5 hereof, the term of Executive's employment under this Agreement shall become fixed and shall end on the fourth anniversary commence as of the date of such written notice hereof and shall continue for a period (the "Notice of Non-RenewalINITIAL EMPLOYMENT PERIOD")) ending on January 31, or (ii) Executive's employment terminates hereunder.
(b) 2008. Notwithstanding anything contained herein to the contrary: , if the Stockholder's Note (ias defined in the Merger Agreement) Executive's employment with the Company may be terminated by the Company has not been paid in full or Executive during the Employment Period, subject otherwise discharged prior to the terms and conditions expiration of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation the Initial Employment Period or, if the term of Executive's employment following under this Agreement shall have been extended as provided herein, prior to the expiration end such term, then Executive may, by written notice given to Employer at least ninety (90), but not more than one hundred and eighty (180), days prior to the date this Agreement would otherwise expire, elect to extend the term of his employment hereunder until (a) the first anniversary of the date the Initial Employment Period upon such terms and conditions as would expire or, if the Board term of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of under this Agreement shall have been extended as provided herein, the first anniversary of the date such term would have otherwise expired or (b) such earlier date as may be specified in such notice; provided, however, that no extension shall be effective to extend Executive's employment hereunder beyond the date the Stockholder's Note is paid in full or otherwise discharged. As used herein, "EMPLOYMENT PERIOD" means the Initial Employment Period plus any extension of the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment PeriodExecutive's employment under this Agreement that has been made as provided above.
Appears in 1 contract
Samples: Employment Agreement (National Auto Credit Inc /De)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "“Employment Period"”) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement Effective Date and ending on the fourth third (3rd) anniversary of the date of this Agreement Effective Date provided, however, that commencing on the day after third (3rd) anniversary of the date of this Agreement Effective Date and on each day thereafter, the Employment Period shall be extended automatically for one additional day so that a constant four one (41) year Employment Period shall be in effect, effect unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19not less than six (6) months prior to the designated expiration date, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on for the fourth anniversary balance of the date designated term. Any extension of such written notice ("Notice this Agreement shall not create an obligation of Nonthe Company to issue new awards to Executive hereunder. The “Effective Date” shall be the “Closing Date” as defined in Section 2.03 of the Membership Interest Purchase and Contribution Agreement dated March 7, 2007 by and among Xx. Xxxxxxx X. Gale, SCG Holding Corp., Xxxx-Renewal")Xxxx Realty Acquisition Corp., or (ii) Executive's employment terminates hereunder.and Xxxx-Xxxx Realty L.P.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's ’s employment with the Company may be terminated by the Company or Executive during the Employment Period, Period subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's ’s employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "“Board"”) and Executive may mutually agree.
(c) If Executive's ’s employment with the Company is terminated, for purposes of this Agreement the term "“Unexpired Employment Period" ” shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement and ending on the fourth third anniversary date of this Agreement, plus such extensions, if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterAgreement, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Xx. Xxxxxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Xx. Xxxxxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Xx. Xxxxxxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Xx. Xxxxxxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Xx. Xxxxxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Xx. Xxxxxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the date of this Agreement, the third anniversary of any earlier date on which either the Company or Xx. Xxxxxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Xx. Xxxxxxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Xx. Xxxxxxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Xx. Xxxxxxxxx’x termination of employment for any reason whatsoever.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth fifth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four five (45) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth fifth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment three years beginning on April 1, 2009 (the "Employment Period"“Commencement Date”) established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth third anniversary of the date Commencement Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).
(b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension, unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not receive such notice, she may, by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive within thirty (30) days after the request therefor is made, the Executive may treat the term as having not been extended. Upon termination of the Executive’s employment with either of the Employers for any reason whatsoever, any annual extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the Employment Period extend beyond the Executive’s 65th birthday. All actions to be taken by the Board of Directors under this Section 2(b) may be taken by the Compensation Committee of the Board of Directors.
(c) Nothing in this Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s employment during the Employment Period with or without notice for any reason, provided, however, that commencing on the day after relative rights and obligations of the date Employers and the Executive in the event of this Agreement and on each day thereafterany such termination, the Employment Period including any requirements with respect to prior notice of such termination, shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of determined under this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
Appears in 1 contract
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 2 (the "Employment Period").
(a) established under this Paragraph 2. The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement and ending on the fourth third anniversary date of this Agreement, plus such extensions, if any, as are approved by the Board pursuant to section 2(b).
(b) Prior to the first anniversary of the date of this Agreement providedand each anniversary date thereafter (each, howeveran "Anniversary Date"), that commencing on the day after Board shall review the date terms of this Agreement and on each day thereafterXx. Xxxxxxx'x performance of services hereunder and may, absent objection from Xx. Xxxxxxx, approve a one year extension of the Employment Period. In such event, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth third anniversary of the date of Anniversary Date immediately succeeding such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company review (the "BoardExtension Ending Anniversary Date") and Executive may mutually agree).
(c) If Executive's employment with If, prior to the Company date on which the Employment Period would end pursuant to section 2(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs and the Bank is terminatednot subject to rules and regulations of the Office of Thrift Supervision (the "OTS"), for purposes then the Employment Period shall be extended through and including the third anniversary of the earliest date after the effective date of such Change in Control on which either the Bank or Xx. Xxxxxxx elects, by written notice pursuant to section 2(d) of this Agreement to the term "Unexpired non-electing party, to discontinue the Employment Period" ; provided, however, that this section shall mean not apply in the period commencing on event that, prior to the date Change in Control, Xx. Xxxxxxx has provided written notice to the Bank of such termination and ending on the last day of his intent to discontinue the Employment Period.
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Employment Period. (a) Except as otherwise provided in this Agreement The Company shall continue to employ Executive, and Executive shall continue to serve the contraryCompany, on the terms and conditions set forth in this Agreement. The term of Executive's employment shall continue under the Old Agreement through and including 12:00 a.m., New York time, on March 30, 2004, at which time the Executive's term of employment under the Old Agreement shall expire. The term of Executive's employment under this Agreement shall be and remain in effect during the period of employment commence at 12:01 a.m., New York time, on March 31, 2004 (the "Effective Date") and, unless earlier terminated in accordance with Section 5, shall continue through the later of March 30, 2007 and the first anniversary of the last "Change of Control" (as defined in Section 6(a)) that occurs on or before March 30, 2007 (the "Initial Employment Period") established under this Paragraph 2). The initial Upon the expiration of the Initial Employment Period and upon each anniversary thereof, the term of Executive's employment hereunder, if not previously ended, shall automatically be extended for a term commencing on an additional employment period ending at the date later of this Agreement and ending on the fourth first anniversary of the date of this Agreement provided, however, extension and the first anniversary of the last Change of Control that commencing occurs on the day after or before that first anniversary of the date of this Agreement and on each day thereafterextension, subject to earlier termination in accordance with Section 4 (collectively, the "Additional Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effectPeriod"), unless (i) the Company or Executive elects not to extend the term of this Agreement by giving either Party shall have given written notice to the other party in accordance with Paragraph 19, in which case, subject Party of its decision not to extend the Initial Employment Period or to further extend the Additional Employment Period at least ninety (90) days prior to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary scheduled expiration of the date of such written notice ("Notice of Non-Renewal"), Initial Employment Period or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Additional Employment Period, subject to as the terms and conditions of this Agreement; and case may be. (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the The Initial Employment Period upon such terms and conditions as the Board of Directors of the Company (Additional Employment Period together are the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.")
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Employment Period. (a) Except as otherwise provided in this Agreement to the contraryThe initial term of Executive’s employment will commence on July 17, the terms and conditions of this Agreement shall be and remain in effect during the period of employment 2006 (the "Employment Period"“Effective Date”) established under this Paragraph 2. The initial Employment Period shall be for a term commencing and end on the date of this Agreement and ending on the fourth third anniversary of the date Effective Date (the “Initial Employment Period”), unless terminated earlier pursuant to Section 3 of this Agreement Agreement; provided, however, that commencing on as of the day after the expiration date of this Agreement each of (a) the Initial Employment Period and on (b) if applicable, any Renewal Period (as defined below), the Employment Period will automatically be extended for a one-year period (each, a “Renewal Period”), unless either party gives at least ninety (90) days written notice prior to such expiration date of its intention not to renew the Employment Period (the Initial Employment Period and each day thereaftersubsequent Renewal Period shall constitute the “Employment Period”). The Employment Period shall automatically end upon termination of Executive’s employment for any reason. Notwithstanding anything to the contrary contained herein, (i) absent the occurrence of a Change of Control (as defined below) prior thereto, the Employment Period shall be extended for one additional day so that automatically terminate on the five-year anniversary of the Effective Date, unless terminated prior thereto pursuant to the terms hereof, and (ii) upon a constant four (4) Change of Control occurring prior to the five-year anniversary of the Effective Date, the Employment Period shall automatically be in effect, unless (i) extended so as to end no earlier than the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of subtwo-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth year anniversary of the date Change of such written notice ("Notice Control. Upon Executive’s termination of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated by for any reason, he shall immediately resign all positions (including directorships) with the Company or Executive during the Employment Period, subject to the terms and conditions any of this Agreement; and (ii) nothing in this Agreement shall mandate its subsidiaries or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agreeaffiliates.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
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Employment Period. 2.1.1 The Company hereby employs the Executive, and the Executive hereby accepts said employment and agrees to render services to the Company, on the terms and conditions set forth in this Agreement for the period commencing no later than September 27, 2012 (athe “Commencement Date”) Except and ending on December 31, 2013 (the “Expiration Date ”), unless sooner terminated in accordance with the provisions herein (such period is the “Employment Period”); provided, however, that if this Agreement is renewed pursuant to Section 2.1.2 of this Agreement, then the “Expiration Date” for the then current “Renewal Term” (as otherwise provided hereinafter defined) shall be the date that is last day of the one year period of any Renewal Term.
2.1.2 This Agreement shall be automatically renewed for an additional one year period commencing at the expiration of the initial Employment Period or any subsequent renewal term (each, a “Renewal Term”) unless the Company provides written notice of termination to the Executive not less than thirty (30) days prior to the Expiration Date. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing on the date of this Agreement and ending on the fourth anniversary of the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect, unless immediately terminate prior to any Expiration Date (i) the Company upon Executive’s death, Disability or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), termination for a Good Reason or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein to the contrary: (i) Executive's employment with the Company may be terminated upon termination by the Company or Executive during the Employment Periodfor Cause. In all other circumstances, subject thirty (30) days’ prior written notice is required by either party to the terms and conditions of other to terminate this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive may mutually agree.
(c) If Executive's employment with the Company is terminated, for purposes of this Agreement the term "Unexpired Employment Period" shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
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Samples: Executive Employment Agreement (Fortress International Group, Inc.)
Employment Period. (a) Except as otherwise provided in this Agreement to the contrary, the The terms and conditions of this Agreement shall be and remain in effect during the period of employment (the "Employment Period") established under this Paragraph 2section 3 (“Employment Period”). The initial Employment Period shall be for a an initial term commencing of three years beginning on the date of this Agreement and ending on the fourth third anniversary date of this Agreement, plus such extensions, if any, as are provided pursuant to section 3(b).
(b) Except as provided in section 3(c), beginning on the date of this Agreement provided, however, that commencing on the day after the date of this Agreement and on each day thereafterAgreement, the Employment Period shall automatically be extended for one (1) additional day so that a constant four (4) year Employment Period shall be in effecteach day, unless (i) either the Company or Executive Xx. Xxxxxx elects not to extend the term of this Agreement further by giving written notice to the other party in accordance with Paragraph 19party, in which case, subject to case the provisions of sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and Employment Period shall end on the fourth third anniversary of the date of on which such written notice ("Notice is given. Upon termination of Non-Renewal"Xx. Xxxxxx’x employment with the Company for any reason whatsoever, any daily extensions provided pursuant to this section 3(b), or (ii) Executive's employment terminates hereunderif not therefore discontinued, shall automatically cease.
(c) If, prior to the date on which the Employment Period would end pursuant to section 3(a) or (b) of this Agreement, a Change in Control (as defined in section 13 of this Agreement) occurs, then the Employment Period shall be extended through and including the second anniversary of the earliest date after the effective date of such Change in Control on which either the Company or Xx. Xxxxxx elects, by written notice pursuant to section 3(d) of this Agreement to the non-electing party, to discontinue the Employment Period; provided, however, that this section shall not apply in the event that, prior to the Change in Control (as defined in section 13 of this Agreement), Xx. Xxxxxx has provided written notice to the Company of his intent to discontinue the Employment Period.
(d) The Company or Xx. Xxxxxx may, at any time by written notice given to the other, elect to discontinue the daily extension of the Employment Period. Any such notice given by the Company shall be accompanied by a certified copy of a resolution, adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board duly called and held, authorizing the giving of such notice.
(e) Notwithstanding anything herein contained herein to the contrary: (i) Executive's Xx. Xxxxxx’x employment with the Company may be terminated by the Company or Executive during the Employment Period, subject to in accordance with the terms and conditions of this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a continuation of Executive's Xx. Xxxxxx’x employment following the expiration of the Employment Period upon such terms and conditions as the Board of Directors of the Company (the "Board") and Executive Xx. Xxxxxx may mutually agreeagree upon.
(cf) If Executive's employment with the Company is terminated, for For all purposes of this Agreement Agreement, any reference to the term "“Remaining Unexpired Employment Period" ” as of any specified date shall mean (i) prior to the occurrence of a Change in Control (as hereinafter defined) the period commencing on the date of such termination specified and ending on the last day later of the third anniversary of the date of this Agreement, the third anniversary of any earlier date on which either the Company or Xx. Xxxxxx has elected to discontinue the daily extensions of the Employment Period, or the third anniversary of Xx. Xxxxxx’x termination of employment for any reason; and (ii) following a Change in Control (as hereinafter defined) a period commencing on the date specified and ending on the later of the second anniversary of the effective date of the Change in Control, the second anniversary of any earlier date following the occurrence of the Change in Control on which either Xx. Xxxxxx or the Company has elected to discontinue the daily extensions of the Employment Period, or the second anniversary of Xx. Xxxxxx’x termination of employment for any reason whatsoever.
Appears in 1 contract
Samples: Employment Agreement (Dime Community Bancshares Inc)
Employment Period. (a) Except as otherwise provided in this Agreement The Company hereby employs Executive, and Executive hereby agrees to be employed by the contraryCompany, upon the terms and conditions of set forth in this Agreement shall be and remain in effect during for the period of employment (the "Employment Period") established under this Paragraph 2. The initial Employment Period shall be for a term commencing beginning on the date of this Agreement Effective Date and ending on _________________ (such period is referred to herein as the fourth anniversary “Initial Term” and the last day of the date of this Agreement provided, however, that commencing on Initial Term is referred to herein as the day after the date of this Agreement and on each day thereafter, the Employment Period shall be extended for one additional day so that a constant four (4) year Employment Period shall be in effect“Initial Term Expiration Date”), unless (i) the Company or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Paragraph 19, in which case, subject to the provisions of sub-paragraph 5(a)(iv) belowterminated earlier as set forth herein. Thereafter, the term of this Agreement shall become fixed and shall end on the fourth anniversary of the date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's employment terminates hereunder.
(b) Notwithstanding anything contained herein continue from year to the contrary: (i) Executive's employment with the Company may be terminated by the Company or Executive during the Employment Periodyear, subject to termination by notice (a “Non-Renewal Notice”) given by either party to the terms and conditions other at least ninety (90) days prior to the commencement of such renewal year (each a “Renewal Term” and, together with the Initial Term, or such lesser period in the event of termination of Executive’s employment prior to the Initial Term Expiration Date or the last day of a Renewal Term pursuant to the provisions of Section 4 of this Agreement; and (ii) nothing , the “Employment Period”). For the avoidance of doubt, the Company’s timely delivery of a Non-Renewal Notice will result in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon conclusion of, as applicable, the Initial Term or a Renewal Term, but such terms and conditions as the Board delivery of Directors of a Non-Renewal Notice by the Company (the "Board") and Executive may mutually agree.
(c) If will not result in a termination of Executive's ’s employment with the Company is terminated, for purposes of this Agreement and Executive’s employment with the term "Unexpired Employment Period" shall mean Company will continue after the period commencing on the date of such termination and ending on the last day end of the Employment PeriodPeriod on an “at-will” basis, unless the Company otherwise provides in the Non-Renewal Notice, with such employment to continue on terms other than those provided in this Agreement.
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