Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date. (b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 2 contracts
Samples: Employment Agreement (Penseco Financial Services Corp), Employment Agreement (Penseco Financial Services Corp)
Employment Term. (ac) The Company shall hereby agrees to employ Executive, Executive and Executive hereby accepts such employment in accordance with the Company, upon the terms and conditions set forth in this Agreementherein, for the period beginning commencing on the Effective Date date hereof (the “Employment Commencement Date”) and continuing through until the third fifth (5th) anniversary thereof unless Executive has resigned pursuant to the terms of the date of this Agreement Section 2.(b), below (the "“Initial Term") and shall thereafter ”). Thereafter the term of Executive’s employment hereunder will be automatically renew extended for additional periods of one (1) year periods (each, each a "“Subsequent Term”) unless either Executive or the Company has given written notice to the other that such automatic extension will not occur (a “Non-Renewal Term"Notice”), unless sooner terminated in accordance with this Agreement or written which notice is given by one party to the other at least thirty not less than ninety (3090) days prior to the expiration relevant anniversary of the Initial Term or any Renewal Term, as applicableCommencement Date. The Initial Term and any Renewal Term all Subsequent Terms are referred to herein collectively referred to as the "“Term." This Agreement shall not become effective”
(d) Notwithstanding any other provision, and on or before the Company shall have no liability under third (3rd) anniversary of the Employment Commencement Date, the Company, in the Company’s sole discretion, may offer to Executive a five (5) year extension on this Agreement (including any appendices or exhibits to this Agreementthe “Extension”), unless which Executive reports may, in his good faith, reasonable discretion, accept or reject. If the Company does not offer timely to commence service under this Agreement on Executive the Effective Date.
(b) If Executive dies while employed Extension, or if Executive, exercising his good faith, reasonable discretion shall reject the Extension offered by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, resign and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (deemed to be with Good Reason as defined in which case such resignation shall be effective as of the date of such waiverSection 4.(c). Notwithstanding If the second sentence Executive rejects the Extension offered and does not resign, the terms of this SectionExecutive Employment Agreement, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causethe provision for the Extension, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodcontinue.
Appears in 2 contracts
Samples: Executive Employment Agreement (Troika Media Group, Inc.), Executive Employment Agreement (Troika Media Group, Inc.)
Employment Term. (a) The Company shall agrees to employ Executive, the Executive under and Executive hereby accepts employment with the Company, upon pursuant to the terms and conditions set forth in of this Agreement, and the Executive agrees to be so employed as President and Chief Executive Officer, for an initial term of three years (the “Initial Term”) commencing as of the date hereof (the “Effective Date”). At the conclusion of the Initial Term, and on each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically renewed for successive one-year periods, provided, however, that either party hereto may elect not to renew the term of this Agreement by giving written notice to the other party at least 60 days prior to any such date. Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated prior to the end of the then current Employment Term (as defined below) in accordance with Section 7 hereof, subject to Section 8 hereof. The period beginning on of time between the Effective Date and continuing through the third anniversary termination or expiration of the date term of this Agreement (shall be referred to herein as the "Initial “Employment Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance .” If the Executive continues employment with this Agreement the Company after the termination or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Employment Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's such employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as on an at-will basis. For the avoidance of the date of such waiver). Notwithstanding the second sentence of this Sectiondoubt, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the TermAgreement by the Company shall not constitute a termination of the Executive’s employment by the Company without Cause and a non-renewal of the Agreement by the Executive shall not constitute a termination of the Executive’s employment by Executive for Good Reason, and if the Executive’s employment with the Company terminates at such time of non-renewal (other than for Cause), the Executive shall be entitled to: (i) or after Executive's delivery the Accrued Benefits (as defined in Section 8(a) hereof); (ii) the vesting of written notice the Performance Option Award (as defined in Section 5(b) hereof) based on the Pro Rata Equity Vesting Percentage, as described in Section 8(c)(ii)(B) hereof; and (iii) the 12-month minimum period of resignationthe time to exercise equity awards (as provided in Section 8(f) hereof), and such benefits under clauses (i), (ii) and (iii) above shall be the only entitlements the Executive has pursuant to this Agreement. Concurrently with the execution of this Agreement, the Company may relieve and the Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided shall enter into that certain Change in Control Agreement between the Company and the Executive dated June 26, 2017 (the “CIC Severance Agreement”). For the avoidance of doubt, the termination or expiration of this Agreement shall remain obligated not operate to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during terminate the 30-day notice periodCIC Severance Agreement.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Sarepta Therapeutics, Inc.)
Employment Term. (a) Effective as of the Commencement Date, the 2001 Employment Agreement shall be terminated and shall be of no further force or effect except for the Company's obligations (i) to make any payments to the Executive under Section 2 thereof for services rendered and expenses incurred prior to the Commencement Date, including, without limitation, in respect of bonuses due for periods ending on or prior to December 31, 2003, (ii) to make any payments to the Executive under benefit plans for expenses incurred prior to the Commencement Date and (iii) pertaining to any options or other equity incentives previously granted to the Executive. The Company shall hereby agrees to employ the Executive, and the Executive hereby accepts employment with by the Company, upon as the terms Company's Chairman of the Board and conditions set forth Chief Executive Officer, such employment to commence as of the Commencement Date, and to continue until the close of business on December 31, 2006, subject to extension as provided in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"Section 1(a), unless sooner terminated in accordance with this Agreement or written notice is given by one party to Section 5(b) hereof (the other at least thirty (30) days prior to "Initial Employment Period"). On each December 31, commencing with December 31, 2006, the expiration term of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement Executive's employment hereunder shall not become effective, and be automatically extended for an additional twelve (12) months unless either (x) the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon given written notice to the Executive at any time that such automatic extension shall not occur (i) due to a "Company Nonrenewal Notice"), which notice shall have been given no later than the Disability of Executive, (ii) for Cause, September 15 immediately preceding the relevant December 31 or (iiiy) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days have given written notice to the Company prior that such automatic extension shall not occur (an "Executive Nonrenewal Notice"), which notice shall have been given no later than the October 1 immediately preceding the relevant December 31. The Initial Employment Period, together with any such extensions, until terminated in accordance with the terms hereof, is referred to herein as the "Employment Period."
(b) The Executive currently serves as a director on the Board, and as a director, the President or a Vice President of each material domestic Subsidiary (as defined in Section 16 hereof), and the Executive hereby agrees to continue in such positions.
(c) The Executive shall have the responsibilities, duties and authority commensurate with his positions as the Chairman of the Board and Chief Executive Officer of the Company, including, without limitation, the general supervision and control over, and responsibility for, the general management and operation of the Company and its Subsidiaries, subject, however, to the proposed effective date supervision of the Board insofar as such resignationsupervision is required by the Maryland General Corporation Law, and such resignation the Company's Articles of Incorporation and By-Laws. Such responsibilities, duties and authority shall not be effective until expanded or contracted without the expiration express consent of the Executive. The Executive will report only to the Board.
(d) The Executive will devote his full time and his reasonable best efforts to the business and affairs of the Company and its Subsidiaries; provided, however, that nothing contained in this Section 1 shall be deemed to prevent or limit the Executive's right to: (i) make investments in the securities of any publicly-owned corporation; or (ii) make any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote substantial managerial efforts which materially interfere with his fulfillment of his duties hereunder; or (iii) to continue to serve on boards of directors on which he currently serves and to serve in such other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned.
(e) The Executive may perform his duties at the Current Executive Office Location (the Current Executive Office Location and any substitute therefor specified by the Board being referred to elsewhere herein as the "Executive Office Location") or at such other locations as the Executive may from time to time in his sole discretion determine. Subject to Section 5(b)(vi) hereof and the other provisions hereof related thereto, the Executive Office Location may be changed by the Board, in which event (if the Executive does not terminate his employment hereunder pursuant to said Section 5(b)(vi)) the Company will pay moving, temporary living and other expenses in connection with the Executive's relocation from his present primary residence to a location in proximity to such new Executive Office Location, including, without limitation, the following, and will pay to the Executive the bonus specified in clause (vii) below: (i) the excess, if any, of (A) the Executive's aggregate tax basis in his primary residence at the time of its sale over (B) the proceeds realized by the Executive from such sale net of all fees and expenses incurred in connection with such sale (other than such fees and expenses described in clause (ii) of this sentence), (ii) all realtor fees and closing costs incurred in connection with the sale of the Executive's primary residence, (iii) closing costs incurred in connection with the purchase of the Executive's new primary residence in the vicinity of the new Executive Office Location, (iv) costs incurred to pack, transport, unpack, and insure the Executive's household furnishings and effects to his new primary residence, (v) fees for connecting utilities in his new primary residence, (vi) costs for trips to look for a new residence as well as up to six (6) months of temporary housing, and (vii) a cash bonus calculated to pay all of the federal, state and local income and payroll taxes which the Executive will incur, if any, as a result of (A) the Company's reimbursement of the preceding expenses and (B) the amount of such notice periodbonus (that is, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waivera "gross-up" bonus). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and continuing through first --------------- date during the third anniversary Protected Period (as defined in Section 1(c), below) on which a Change of the date of this Agreement Control (as defined in Section 2, below) occurs (the "Initial TermEffective Date") and shall thereafter expire on the second anniversary of the Effective Date; provided, -------- however, that at the end of each day of the Employment Term the Employment Term ------- shall automatically renew be extended for additional one year periods (each, a "Renewal Term"), 1) day unless sooner terminated in accordance with this Agreement either the Company or the Executive shall have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat --------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the -------- ------- Company not to extend, the Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Employment Term. (a) The Company shall hereby agrees to continue to employ Executive, the Executive as Chief Executive Officer and Executive hereby accepts employment with President of the Company, upon and the Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date herein.
(b) The term of this Agreement shall begin on the date hereof and shall end on September 30, 2002 (the "Initial Term").
(c) and Notwithstanding any thing to the contrary contained in subsection 5(b), the Company shall thereafter automatically renew for additional one year periods cause to be retained a compensation consultant (each, a the "Renewal TermCompensation Consultant") to render to the Compensation Committee of the Board (the "Committee"), unless sooner terminated a written report (the "Consultant's Report"), as to whether the compensation to be received by Executive under this Agreement, including payments to be made pursuant to Section 8, is competitive with compensation (the "Comparable Compensation") provided to senior executive officers having similar duties to that of the Executive by employees (i) located in accordance with the metropolitan area in which the Principal Office (as such term is defined in this Agreement) is located and (ii) having the financial conditions and results of operations similar to that of the Company. If the Compensation Consultant determines that Executive's compensation under this Agreement or written notice is given by one party exceeds Comparable Compensation, the parties shall negotiate in good faith an amendment (the "Amendment") to this Agreement to provide for (x) a reduction in Executive's compensation to a level that would not exceed the Comparable Compensation (and giving effect to the fact that Executive's compensation actually paid to Executive under this Agreement exceeded the Comparable Compensation for periods prior to the effective date of such amendment to this Agreement), (y) an extension of the term of this Agreement for an additional thirty month period to expire on March 31, 2005 (the "Extended Term") and (z) such other at least thirty (30) days terms and provisions as the parties may mutually agree. In the event that, on or prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement a 30 day period commencing on the Effective Date.
(b) If date the Consultant renders the Consultant's Report, the parties fail to reach an agreement as to the form, term and provisions of the Amendment and/or Executive dies while employed by shall fail to execute a definitive written agreement reflecting such form, terms and provisions of the CompanyAmendment, this Agreement automatically shall terminate and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality neither of the preceding sentenceparties shall have any further rights, in the event that Executive resigns from his employment pursuant to obligations and/or liabilities under this Section 3.1(b) without Good Reason Agreement, except for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of compensation earned through the date of such waiver)automatic termination and not paid to Executive. Notwithstanding In the second sentence event the Compensation Consultant determines that Executive's compensation under this Agreement is substantially similar to or less than the Comparable Compensation and the Committee, acting in good faith, concurs with such determination, the term of this SectionAgreement automatically shall be extended for the Extended Term. For the purposes of this Agreement, the phrase "Term" shall mean either the Initial Term, if no extension (an "Agreement Extension") has occurred in accordance with this subsection 2(c), or the Extended Term, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodAgreement Extension has occurred.
Appears in 1 contract
Employment Term. (a) The Company Bank shall employ Executive, and Executive hereby accepts employment with the CompanyBank, upon the terms and conditions set forth in this Agreement, for effective August 24, 2016 (the period beginning on the “Effective Date Date”) and continuing through the third anniversary of the date of this Agreement August 24, 2019 (the "“Initial Term"”) and shall thereafter automatically renew for additional successive one year periods (each, a "“Renewal Term"”), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.”
(b) If Executive dies while employed by the CompanyBank, this Agreement and Executive's ’s employment by the Company Bank shall automatically terminate on the date of Executive's ’s death. The Company Bank may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment with the Bank and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reasonemployment, Executive shall give thirty (30) days written notice to the Company Bank prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company Bank (in which case such resignation shall be effective as of the date of or indicated in such waiver). Notwithstanding In the second sentence event that the Bank terminates the relationship prior to the expiration of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignationday notice, the Company may relieve Executive of his duties, responsibilities shall be paid all compensation due during that period and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive enrolled in and eligible for all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodbenefit programs.
Appears in 1 contract
Samples: Employment Agreement (Peoples Financial Services Corp.)
Employment Term. (a) The Company shall employ ExecutiveThis Agreement, and Executive hereby accepts employment with all rights and obligations of the Companyparties hereunder, shall take effect upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through shall continue in effect until the third anniversary Date of the date of this Agreement Termination (as defined below) (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Employment Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as Executive or the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executivetime, (ii) for Cause, with or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with subject to the severance obligations described in Section 5.2 of the Agreement, except that the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days communicate such termination by a written notice to the Company prior other party hereto (the "Notice of Termination"), given in accordance with Section 8 of the Agreement. Any Notice of Termination shall: (a) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice; (b) to the proposed extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated; and (c) specify the Date of Termination. The effective date of such resignation, and such resignation an employment termination (the "Date of Termination") shall be the close of business on the date specified in the Notice of Termination (which date may not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of less than 15 days or more than 120 days after the date of delivery of such waiverNotice of Termination), in the case of a termination other than one due to the Executive's death, or the date of the Executive's death, as the case may be. Notwithstanding In the second sentence event the Company fails to satisfy the requirements of this SectionSection 3 regarding a Notice of Termination, if the Company elects to terminate purported termination of the Executive's employment pursuant to such Notice of Termination shall not be effective for purposes of this Section 3.1(b) for any reason other than Disability Agreement. The failure by the Executive or Cause, the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At not waive any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal right of the Term) Executive or after the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive's delivery of written notice of resignation, or the Company may relieve Executive of his duties, responsibilities and authority and terminate ExecutiveCompany's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodrights hereunder.
Appears in 1 contract
Employment Term. (a) The Company shall employ ExecutiveChemical hereby employs Executive under the terms of this Agreement, and Executive hereby accepts such employment with the Company, upon the terms and conditions set forth in this Agreement, for the an initial two (2) year period beginning on commencing as of the Effective Date and continuing through ending on the third second anniversary of the date of this Agreement Effective Date (the "“Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"”), unless sooner terminated as provided in Section 5 below. This Agreement automatically shall renew on each anniversary of the Effective Date for successive one (1) year periods, unless either party provides the other party with written notice of intention to terminate this Agreement in accordance with this Agreement or written notice is given by one party to the other Section 14(e), at least thirty (30) days before an anniversary of the Effective Date, in which case this Agreement shall terminate at the end of the then-current two-year Term, without any further extension; provided, however, that: (a)except for termination as provided above pursuant to written notice from Executive to Chemical, this Agreement shall not terminate during an Active Change in Control Proposal Period even if Chemical has given Executive notice of its intention to terminate this Agreement. As used in this Agreement the term “Active Change in Control Proposal Period” shall mean any period: (i)during which the Board of Chemical has authorized Chemical’s solicitation of offers for a transaction which, if consummated, would constitute a Change in Control; or (ii)during which Chemical has received a proposal for a transaction which, if consummated, would constitute a Change in Control, and the Board of Chemical has not determined to reject such proposal without any counter-offer or further discussions; or (iii)during which any proxy solicitation or tender offer with regard to the securities of Chemical is ongoing, if the intent of such proxy solicitation or tender offer is to cause Chemical to solicit offers for or enter into a transaction that would constitute a Change in Control; (b)except for termination as provided above pursuant to written notice from Executive to Chemical, upon the occurrence of a “Change in Control” (as defined in Section 7(a)), the Term of this Agreement shall automatically be extended until the second anniversary of the effective date of the Change in Control, even if Chemical has given notice of its intent to terminate this Agreement; and (c)termination of this Agreement shall not affect the obligations of either party accrued before termination of the Agreement, including Executive’s obligations under Sections 6 through 14. 2 Provided, however, that the Merger, and any and all actions and omissions which are connected with the Merger and which occurred prior to or occur after the expiration of the Initial Term or any Renewal Term, as applicableMerger shall not constitute and shall be deemed not to constitute and shall not give rise to an “Active Change in Control Proposal Period”. The Initial Term and any Renewal Term are herein collectively referred to as all renewals together shall constitute the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to ” of this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Samples: Executive Employment Agreement
Employment Term. (a) The Company shall employ has employed Executive since September 7, 2005 (the “Commencement Date”). This Agreement will govern Executive, and Executive hereby accepts ’s continued employment by the Company until that employment ceases in accordance with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice such period of Executive’s employment is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement”), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's ’s employment by the Company shall automatically terminate on the date of Executive's ’s death. The Company may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, so long as Executive provides notice of his intent to terminate for Good Reason within 90 days following the date of the situation giving rise to Executive’s Good Reason occurs and, to the extent the Company fails to cure within the cure period described in Section 2.7 above, Executive actually resigns from employment with the Company within 90 days following the expiration of the Company’s cure period, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from terminates his employment pursuant to this Section 3.1(b) without Good Reason for any or no reasonreason (other than as described in clause (i) with respect to Good Reason), Executive shall give thirty (30) days 60 days’ prior written notice to the Company prior to the proposed effective date effectiveness of such resignationresignation of his employment with the Company, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The Company Executive's employment with each of the Companies shall employ Executive, begin thirty (30) days following notice from the Companies that Executive has satisfied all of the conditions of the offer and Executive hereby accepts has been provided a mutually agreed-upon employment with agreement that has been executed by the Company, upon Companies (the "Effective Date") pursuant to the terms and conditions contained herein. The Executive shall hold the office of Senior Vice President of each of the Companies. The Executive shall perform all the duties consistent with these positions as set forth in each of the Companies' By-Laws, as well as any other duties commensurate with the Executive's positions that are assigned to the Executive from time to time by the respective Board of Directors of each of the Companies (the "Boards"). The Executive shall devote his full working time, attention and energies to the business of each of the Companies and shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; however, this shall not be construed as preventing the period beginning Executive from investing his personal assets in any business or venture which does not compete, directly or indirectly, with either of the Companies in any manner, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the entities in which such investments are made and in which the Executive's participation is solely that of an investor, and the Executive may purchase securities in any corporation for which securities are regularly traded, provided, that such purchase shall not result in the Executive beneficially owning at any one time one percent (1%) or more of the equity securities of any corporation engaged in a business directly competitive with either of the Companies.
(b) The term of this Agreement shall commence on the Effective Date and continuing through shall continue in full force and effect until the third first anniversary of the date Effective Date, at which time, and on each anniversary of the Effective Date thereafter, the term of this Agreement shall be extended for a one (1) year period until the next anniversary thereafter (such period, as it may be extended from time to time, the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party hereto shall provide notice of termination to the other at least party hereto no less than thirty (30) days prior to the expiration of the Initial Term such anniversary or any Renewal Term, on such earlier date as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions is terminated in accordance with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodprovisions set forth below.
Appears in 1 contract
Samples: Employment Agreement (WHX Corp)
Employment Term. (a) The Company shall continue to employ Executive, and Executive hereby accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing until Executive’s employment is terminated as provided in Section 3.1(b), provided that notwithstanding anything in this Agreement to the contrary, Executive shall at all times be an employee-at-will. The period extending from the Effective Date through the third anniversary of the date of this Agreement (the "Initial Term"Executive’s employment terminates as provided in Section 3.1(b) and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are be referenced herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.”
(b) If Executive dies while employed by the Company, this Agreement and Executive's ’s employment by the Company shall automatically terminate on the date of Executive's ’s death. The Company may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty ninety (3090) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Samples: Employment Agreement (Penseco Financial Services Corp)
Employment Term. The Employment Term will terminate on the earlier of:
(a) The date the Executive resigns for any reason.
(b) The date the Company shall employ Executive, and Executive hereby accepts employment with terminates the Company, upon the terms and conditions set forth in this Agreement, Employment Term for the period beginning on the Effective Date and continuing through the third anniversary any reason.
(c) The expiration of the date Employment Term.
(d) Any termination of this Agreement the Executive’s employment by the Company or by the Executive (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party other than due to the other at least thirty (30death of the Executive) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Employment Term and any Renewal other than as a result of the expiration of the Employment Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed be communicated by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon a written notice to Executive at any time the other party hereto (the “Notice of Termination”), given in accordance with Section 8. Any Notice of Termination shall: (i) due to indicate the Disability specific termination provision (if any) of Executivethis Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for Cause, or termination of the Executive’s employment under the provision so indicated and (iii) without specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 10 days or more than 30 days after the date of delivery of such Notice of Termination) in the case of a termination other than one due to the Executive’s death. In the case of the Executive’s death, the Date of Termination shall be the date of the Executive’s death.
(e) Any Notice of Termination for Cause given by the Company must be given within 20 days of the occurrence (or if later, the discovery) of the event(s) or circumstance(s) which constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), for any or no reason. the Executive may terminate his employment and all other positions with shall be entitled to a hearing before the Board of Directors of the Company at any time (i) for Good Reasonwhich she may, or (ii) without Good Reasonat her election, for any or no reasonbe represented by counsel and at which she shall have a reasonable opportunity to be heard. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive Such hearing shall give thirty (30) be held on not less than 15 days prior written notice to the Company prior to Executive stating the proposed effective date Board of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects Directors’ intention to terminate Executive's employment pursuant to this Section 3.1(b) the Executive for any reason other than Disability or Cause, Cause and stating in detail the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Termparticular event(s) or after Executive's delivery circumstance(s) which the Board of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodDirectors believes constitutes Cause for termination.
Appears in 1 contract
Samples: Executive Severance and Consulting Agreement (Myrexis, Inc.)
Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in initial term of this Agreement, for the period beginning on Agreement is from the Effective Date and continuing through the third anniversary of the date of this Agreement until September 30, 1997 (the "Initial Term") and ). In addition to the Initial Term, this Agreement shall thereafter automatically renew be renewed for additional one 1-year periods (each, a "Renewal TermTerms"), ad infinitum, unless sooner terminated in accordance with this Agreement or written either party gives notice is given by one party of non-renewal at least sixty (60) days prior to the other at least thirty (30) days expiration of the Initial Term or then current Renewal Term. Either the Initial Term or any Renewal Term may be terminated pursuant to Section 8 hereof. If prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Company gives notice to Employee of non-renewal of this Agreement, then upon the expiration of the Initial Term or the then-current Renewal Term, this Agreement shall terminate and any Renewal Term (i) Company shall immediately pay to Employee all benefits and payments due him under this Agreement through such termination date, together with severance in the form of a lump sum cash payment equal to the value of the base salary and the bonus payments that Employee received during the twenty-four (24) month period immediately preceding such expiration; provided, however, that the lump sum cash payment which Employee shall receive upon the expiration of this Agreement shall not exceed an amount equal to $1 million; (ii) Company shall continue to provide to Employee the insurance benefits described in Section 7.2 below, for a period expiring twenty-four (24) months after the expiration of this Agreement or until Employee obtains other employment with comparable insurance benefits, whichever shall first occur (The lump sum cash payment and insurance benefits described in this Section 2 which Employee shall receive upon the expiration of this Agreement are herein hereinafter collectively referred to as the "TermSeverance Allowance." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement"), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or ; (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment options granted pursuant to the Incentive Stock Plan described in Section 4.3 and the option described in Section 5.1 shall immediately vest and shall be fully exercisable upon the date this Section 3.1(b) without Good Reason Agreement shall terminate and for any or no reason, Executive shall give thirty ninety (3090) days written notice to the Company thereafter. If prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such the Initial Term or any Renewal Term, Employee gives Company notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of this Agreement, then upon termination of this Agreement Employee shall receive only the Term) or after Executive's delivery benefits and payments due him under this Agreement through such termination date and the required COBRA notices; Employee shall not receive any Severance Allowance and there shall be no further vesting of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodoptions.
Appears in 1 contract
Samples: Employment Agreement (Anacomp Inc)
Employment Term. (a) The Company shall agrees to employ Executive, and the Executive hereby accepts employment with the Company, upon pursuant to the terms and conditions set forth in of this Agreement, for and the period beginning on Executive agrees to be so employed, commencing as of the ninety first day following the date hereof, or such earlier date as the Executive’s employment is terminated by his prior employer following delivery by the Executive of his notice of resignation (provided that he will be entitled to commence employment by July 1, 2013 if he is free to do so) (the “Effective Date Date”) and continuing through until the third anniversary of the date of this Agreement Effective Date (the "“Initial Term") and ”); provided that following the Initial Term, the Employment Term shall thereafter be automatically renew renewed on each anniversary of the Effective Date for an additional one year periods (each, a "“Renewal Term"”), unless sooner terminated in accordance with this Agreement or either party gives written notice is given by one party of its intention not to so renew either the other Initial Term or any subsequent Renewal Term at least thirty ninety (3090) days prior to the end of the Initial Term or each Renewal Term, as the case may be. The Employment Term shall automatically expire upon a termination of the Executive’s employment or the expiration of the Initial Term or any then current Renewal Term. If the Executive does not commence employment on or before the earlier of July 1, as applicable. The Initial Term and any Renewal Term are herein collectively referred 2013 if his prior employer terminates his employment after the Executive provides his notice of resignation prior to as July 1, 2013 or the "Term." This ninety-first (91st) day following the date hereof if he is required to continue in active service through the notice period, this Agreement shall not become effectivebe without any further force and effect, and the Company Executive shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on rights hereunder. The period of time between the Effective Date.
(b) If Executive dies while employed by Date and the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality termination of the preceding sentence, in the event that Executive resigns from his Executive’s employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation hereunder shall be effective referred to herein as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the “Employment Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.”
Appears in 1 contract
Employment Term. (a) The Company shall hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon in accordance with and subject to the terms and conditions set forth in herein. The term of employment of Executive under this Agreement, for Agreement (the “Term”) shall be the period beginning commencing on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (eachending on December 31, a "Renewal Term")2011, unless sooner terminated as may be extended in accordance with this Agreement or Section 1 and subject to earlier termination in accordance with Section 4. The Term shall be extended automatically without further action by either party by one additional year (added to the end of the Term), and then on each succeeding annual anniversary thereafter (each such initial and succeeding year-long extension (if any), an “Extension Term”), unless either party shall have given written notice is given by one party to the other party at least thirty ninety (3090) days prior to the expiration of date upon which such extension would otherwise have become effective electing not to further extend the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreementa “Nonrenewal Notice”), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and in which case Executive's ’s employment by the Company shall automatically terminate on the date of expiration of the then current Term (whether it be the initial Term or the then current Extension Term), unless earlier terminated in accordance with Section 4. Except to the extent (if any) that the context specifically requires otherwise, references to the Term hereafter in this Agreement shall include the initial Term and any Extension Term. In the event that Executive's death. The ’s employment terminates because the Company may terminate shall have given a timely Nonrenewal Notice to Executive's employment and all other positions , in accordance with the Company upon written notice to Executive at any time (i) due preceding sentence, then, notwithstanding anything to the Disability of contrary set forth herein, Executive shall upon such termination be entitled to receive the compensation and benefits set forth in Section 4(e) as if Executive, (ii) for ’s employment had been terminated by the Company without Cause, or (iii) without Cause, for any or no reason. by Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding expiration of the second sentence of this SectionTerm (including, if as the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causecase may be, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal expiration of the Term) or after Executive's delivery of written notice of resignation, Extension Term during which the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodNonrenewal Notice is given).
Appears in 1 contract
Employment Term. (a) The Company Except as hereinafter provided, OUTFRONT shall employ Executive, and Executive hereby accepts employment with as OUTFRONT’s Executive Vice President and Chief Financial Officer, for a three (3) year term commencing January 1, 2017 (the Company“Effective Date”) and ending December 31, upon 2019 (the terms and conditions set forth “Employment Term”). Notwithstanding anything in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other contrary, Executive will be an at-will employee of OUTFRONT, and Executive or OUTFRONT may terminate Executive’s employment with OUTFRONT for any reason or no reason at any time, subject to either party providing at least thirty (30) days 180 days’ prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datewritten notice.
(b) If On December 31, 2019 and on each anniversary of such date thereafter, unless the Employment Term shall have ended pursuant to paragraph 1(c) below or OUTFRONT shall have given Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon sixty (60) days’ written notice that the Employment Term will not be extended, the Employment Term shall be extended for an additional year.
(c) Notwithstanding paragraph 1(a) or 1(b) above, the Employment Term shall end early upon the first to Executive at occur of any time of the following events:
(i) due to the Disability of Executive, ’s death;
(ii) for Cause, or OUTFRONT’s termination of Executive’s employment due to Executive’s disability (as defined in paragraph 7(c));
(iii) without Cause, OUTFRONT’s termination of Executive’s employment for any or no reason. Executive may terminate his employment and all other positions with the Company at any time Cause (ias defined in paragraph 7(b));
(iv) a Termination Other Than for Cause (as defined in paragraph 7(d)(ii));
(v) a Termination for Good Reason, or Reason (iias defined in paragraph 7(d)(ii)); or
(vi) Executive’s resignation without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The Company Employment Period" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the be a period beginning on the Effective Date and continuing through the third anniversary of twenty four (24) months from the date of effectiveness of this Agreement which is first day of January, 2003 and any extensions of such period.
(b) At least ninety (90) days prior to the expiration of the initial Employment Period or any Renewal Period as that term is hereinafter defined, the Employer shall notify the Employee of its intention to extend the Employment Period for an additional one (1) year (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal TermPeriod"). If the Employer notifies the Employee of its intention to extend the Employment Period, unless sooner terminated in accordance with this Agreement or written notice is given by one party the Employer shall inform the Employee of any modifications to the other salary, employee plans and fringe benefit arrangements for the extended Employment Periods as least sixty (60) days prior to the expiration of the Employment Period and the Employee shall, at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Termemployment Period, submit in writing notification of his acceptance of the Employer's offer to extend the Employment Period. Failure of the Employer to provide notice in a timely manner as applicable. The Initial Term provided in the first section of 2(b) hereof shall result in the automatic extension of this Agreement for one (1) year with all the same terms and any Renewal Term are herein collectively referred provisions hereof, except that the Base Salary (as defined in Section 3(a) below) shall be increased pursuant to as Section 3(a).
(c) In the "Term." This Agreement shall not become effectiveevent of the Employee's death prior to the expiration of the Employment Period, and all obligations of the Company shall have no liability Employer under this Agreement (including any appendices or exhibits shall terminate except of the Employer's obligations to this Agreement), unless Executive reports pay for services rendered by the Employee prior to commence service under this Agreement on the Effective Datehis death.
(bd) If Executive dies while employed by the Company, Employee may terminate this Agreement and Executive's employment by at anytime upon one hundred twenty (120) days notice to the Company shall automatically terminate on of his intention to resign as the interim President and/or Executive Director. All salary earned but unpaid at the date of Executive's death. his resignation shall become due and payable upon the date of his resignation.
(e) The Board of Directors of the Company may elect to terminate Executive's employment and all this Agreement for "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any other positions with the Company upon written notice termination pursuant to Executive at any time this Section 2, (i) due an act or acts of fraud or personal dishonesty taken by the Employee and intended to result in substantial personal enrichment of the Employee at the expense, and to the Disability detriment, of Executivethe Company, (ii) for Causerepeated violations by the Employee of the Employee's obligations under this Agreement which are demonstrably willful and deliberate on the Employee's part and which are not remedied in a reasonable period of time after receipt of written notice by the Employee from the Company, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality conviction of the preceding sentence, in Employee by a court of competent jurisdiction of a felony crime. The determination of Cause shall be made by the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date Board of such resignation, and such resignation shall not be effective until the expiration Directors of such notice period, unless such notice is waived by the Company (in which case the "Board") at a meeting of the Board called and held for such resignation purpose, where the Employee shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of provided reasonable written notice of resignationsuch meeting and of the acts or omissions alleged to constitute "Cause," and shall have an opportunity to address the Board in person regarding the acts or omissions of which he is accused. Any termination for Cause shall be made in writing to the Employee by the Board, which notice shall set forth in detail all acts or omissions upon which the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodis relying for such termination.
Appears in 1 contract
Employment Term. (a) The Effective as of the Commencement Date, the 2003 Agreement shall be terminated and shall be of no further force or effect except for the Company's obligations (i) to make any payments to the Executive under Section 2 thereof for services rendered and expenses incurred prior to the Commencement Date, (ii) to make any payments to the Executive under benefit plans for expenses incurred prior to the Commencement Date, or (iii) except as otherwise specifically noted herein. Effective as of the Commencement Date, the Company shall hereby agrees to continue to employ the Executive, and the Executive hereby accepts employment with and promotion by the Company, upon as the terms Company's Chief Executive Officer and conditions set forth in this AgreementPresident, for and the period beginning Executive shall hold such positions and continue employment with the Company hereunder until the close of business on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (eachDecember 31, a "Renewal Term")2007, unless sooner terminated in accordance with this Agreement Section 5 hereof (the "Initial Employment Period"). The above notwithstanding, at the close of business on each December 31, commencing with December 31, 2007, the term of the Executive's employment hereunder shall be automatically extended for twelve (12) months (unless sooner terminated in accordance with Section 5 hereof) unless either the Executive or the Company shall have given written notice is given by one party (in each case, a "Non-Renewal Notice") to the other that such automatic extension shall not occur, which Non-Renewal Notice shall have been given no later than ninety (90) days prior to the relevant December 31 (the Initial Employment Period, together with any extensions, until termination in accordance herewith, is referred to hereby as the "Employment Period").
(b) The Executive shall have the responsibilities, duties and authority commensurate with his positions as the Chief Executive Officer and President of the Company, including, without limitation, the general supervision and control over, and responsibility for, the general management and operation of the Company and its Subsidiaries, subject, however, to the supervision of the Board insofar as such supervision is required by the Maryland General Corporation Law, and the Company's Articles of Incorporation and By-Laws. Such responsibilities, duties and authority shall not be expanded or contracted without the express consent of the Executive; provided, however, that Executive agrees that the Company may select or employ one or more other officers to serve as President and/or Chief Operating Officer so long as the Executive continues to be the most senior officer. The Executive will report only to the Board.
(c) The Executive will devote his full time and his best efforts to the business and affairs of the Company and its Subsidiaries; provided, however, that nothing contained in this Section 1 shall be deemed to prevent or limit the Executive's right to: (i) make investments in the securities of any publicly-owned corporation; or (ii) make any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote managerial efforts that interfere with his fulfillment of his duties hereunder; or (iii) to serve on boards of directors and to serve in such other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld or delayed. Reference is made to Section 6 hereof, which contains limitations on some of the above activities.
(d) The principal location at least which the Executive will substantially perform his duties will be the Company's executive offices, as set forth above or as otherwise designated by the Board. The Company will therefore pay to the Executive, and reimburse the Executive for, the following expenses and costs incurred in connection with relocation to the executive offices and will pay to the Executive the bonus specified in clause (vii) below: (i) the excess, if any, of (A) the Executive's aggregate tax basis in his primary residence at the time of its sale over (B) the proceeds realized by the Executive from such sale net of ordinary and reasonable fees and expenses incurred in connection with such sale (other than such fees and expenses described in clause (ii) of this sentence), (ii) ordinary and reasonable realtor fees and closing costs incurred in connection with the sale of the Executive's primary residence, (iii) ordinary and reasonable closing costs incurred in connection with the purchase of the Executive's new primary residence in the vicinity of such executive offices, (iv) ordinary and reasonable costs incurred to pack, transport, unpack, and insure the Executive's household furnishings and effects to his new primary residence, (v) ordinary and reasonable fees for connecting utilities in his new primary residence, (vi) ordinary and reasonable costs for trips to look for a new residence as well as up to thirty (30) days prior of temporary housing, and (vii) a cash bonus calculated to the expiration pay all of the Initial Term or any Renewal Termfederal, state and local income and payroll taxes which the Executive will incur, if any, as applicablea result of (A) the Company's reimbursement of the preceding expenses and (B) the amount of such bonus (that is, a "gross-up" bonus). The Initial Term and Executive acknowledges that the Board may decide that the Executive should render his services hereunder at a location other than at such executive offices. The Executive agrees to accept any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effectivesuch change in location, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due will pay to the Disability of Executive, (ii) for Causeand reimburse the Executive for, or (iii) without Cause, for any or no reason. Executive may terminate his employment all expenses and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignationcosts, and such resignation shall not be effective until will pay the expiration of such notice periodExecutive the bonus, unless such notice is waived by the Company (specified in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if Section 1(d) incurred in connection with the Executive's relocation to such new location.
(e) The Executive represents and warrants to the Company elects that the representations and warrants he made in Section 1(e) of the 2003 Agreement remain correct and that he is not now and will not become subject to terminate Executive's employment pursuant to this Section 3.1(bany covenants against competition or similar covenants or agreements that would affect the performance of his obligations hereunder. The Executive covenants that he will not disclose or use confidential or proprietary materials, documents, information or other property of a third party (including, without limitation, any present or former employer) for in any reason other than Disability or Cause, way which could create a claim against the Company shall give or the Executive thirty (30) days or which would violate any agreement, written notice prior or oral, relating to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) materials, documents, information or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodother property.
Appears in 1 contract
Employment Term. (a) The Company “Employment Term” shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the first date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the “Effective Date Date”) and continuing through shall expire on the third first anniversary of the date Effective Date; provided, however, that at the end of this Agreement each day of the Employment Term the Employment Term shall automatically be extended for one (1) day unless either the "Initial Term") and Bank or the Executive shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration Employment Term shall not be so extended; and provided further, that the Employment Term shall not be automatically extended beyond the first day of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as month following the "Term." This Agreement shall not become effective, and month in which the Company shall have no liability under this Agreement Executive attains age sixty-five (including any appendices or exhibits to this Agreement65), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated prior to the Effective Date and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive’s employment.
(c) For purposes of this Agreement, in the event “Protected Period” shall be the one year period commencing on the date hereof, provided, however, that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason at the end of each day the Protected Period shall be automatically extended for any or no reason, Executive one day unless at least 30 days prior thereto the Bank shall give thirty (30) days have given written notice to the Company Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the Bank not to extend, the Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and continuing through --------------- first date during the third anniversary Protected Period (as defined in Section 1(c), below) on which a Change of the date of this Agreement Control (as defined in Section 2, below) occurs (the "Initial TermEffective Date") and shall thereafter expire on the second anniversary of the Effective Date; provided, however, that at the end of each day of the Employment Term the -------- ------- Employment Term shall automatically renew be extended for additional one year periods (each, a "Renewal Term"), 1) day unless sooner terminated in accordance with this Agreement either the Company or the Executive shall have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat -------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, -------- further, that notwithstanding any such notice by the Company not to extend, the ------- Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/)
Employment Term. (a) The Company shall employ has employed Executive since June 14, 2004 (the “Commencement Date”). This Agreement will govern Executive, and Executive hereby accepts ’s continued employment by the Company until that employment ceases in accordance with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice such period of Executive’s employment is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement”), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's ’s employment by the Company shall automatically terminate on the date of Executive's ’s death. The Company may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, so long as Executive provides notice of his intent to terminate for Good Reason within 90 days following the date of the situation giving rise to Executive’s Good Reason occurs and, to the extent the Company fails to cure within the cure period described in Section 2.7 above, Executive actually resigns from employment with the Company within 90 days following the expiration of the Company’s cure period, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from terminates his employment pursuant to this Section 3.1(b) without Good Reason for any or no reasonreason (other than as described in clause (i) with respect to Good Reason), Executive shall give thirty (30) days 60 days’ prior written notice to the Company prior to the proposed effective date effectiveness of such resignationresignation of his employment with the Company, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and continuing through --------------- first date during the third anniversary Protected Period (as defined in Section I (c), below) on which a Change of the date of this Agreement Control (as defined in Section 2, below) occurs (the "Initial TermEffective Date") and shall thereafter expire on the second anniversary of the Effective Date; provided, however, that at the end of each day of the Employment Term the -------- ------- Employment Term shall automatically renew be extended for additional one year periods (each, a "Renewal Term"), 1) day unless sooner terminated in accordance with this Agreement either the Company or the Executive shall have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat -------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that -------- ------- notwithstanding any such notice by the Company not to extend, the Protected Period shall not end if prior to the proposed effective date of such resignationexpiration thereof the Company not to extend, and such resignation the Protected Period shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, end if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of Control, in which event the Protected Period shall end only after such termination. At any time after delivery by the Company third party publicly announces that it has abandoned all efforts to effect a Change of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/)
Employment Term. (a) The Company shall hereby agrees to employ Executive, and Executive hereby accepts such employment with the Company, upon in each case, on the terms and subject to the terms, conditions and covenants set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate ; Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, Agreement shall commence on the Company Effective Date. Executive shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery be employed by the Company at will for an initial period of written notice to Executive of termination without Cause twelve (including 12) months (the “Initial Term”) after which employment shall continue from month-to-month (each month, a termination due to non-renewal “Renewal Term” and each such Renewal Term together with the Initial Term, collectively, the “Term”), with each Renewal Term commencing automatically at 12:01 a.m. on the day following the last day of the Initial Term or previous Renewal Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would continue indefinitely from month to month until either party gives not less than 30 days' written notice of termination to the other party, such notices of termination to otherwise be entitled subject to receive during and governed by the 30-day terms of Sections 8, 9 and 10 of this Agreement. Notice of termination by Executive shall be deemed a voluntary resignation by Executive unless such notice periodexpressly states that termination by the Executive is for “Good Reason” (in compliance with applicable sections of this Agreement). Notice of termination by the Company shall be deemed a termination without cause unless such notice states expressly that termination by the Company is “for cause” (in compliance with applicable sections of this Agreement). For avoidance of doubt, either termination of this Agreement without cause by the Company or termination by Executive for “Good Reason” shall trigger the payment of the severance benefit described in section 9(b) of this Agreement pursuant to fulfillment of the conditions in such section 9(b).”
Appears in 1 contract
Samples: Employment Agreement (Imation Corp)
Employment Term. (a) The Commencing on May 1, 2004, the Company shall employ hereby employs the Executive, and the Executive hereby accepts employment with and promotion by the Company, upon as the terms Company’s President and conditions set forth in this Agreementthe Parent’s Chief Executive Officer and President. The Executive shall have the responsibilities, for duties and authority commensurate with his positions as the period beginning on Chief Executive Officer and President, including, without limitation, the Effective Date general supervision and continuing through control over, and responsibility for, the third anniversary management and operation of the date Company, the Parent, and its Subsidiaries, subject, however, to the supervision of this Agreement the Board insofar as such supervision is required by the Maryland General Corporation Law, and the Company’s Articles of Incorporation and By-Laws. Such responsibilities, duties and authority shall not be expanded or contracted without the express consent of the Executive; provided, however, that Executive agrees that the Company may select or employ one or more other officers to serve as President and/or Chief Operating Officer so long as the Executive continues to be the most senior officer. The Executive will report only to the Board.
(b) The Executive shall hold such employment and position with the "Initial Term") Company and shall thereafter automatically renew for additional one year periods (eachParent hereunder until the close of business on January 1, a "Renewal Term")2010, unless sooner terminated in accordance with this Agreement Section 5, and at the close of business on each anniversary of such date, commencing with January 1, 2010, the term of the Executive’s employment hereunder shall be automatically extended for twelve (12) months (unless sooner terminated in accordance with Section 5 hereof) unless either the Executive or the Company shall have given written notice is given by one party (in each case, a “Non-Renewal Notice”) to the other that such automatic extension shall not occur, which Non-Renewal Notice shall have been given no later than ninety (90) days next preceding the relevant Anniversary Date. (The entire period of employment of Executive, until termination in accordance herewith, is referred to hereby as the “Employment Period”).
(c) The Executive will devote his full time and his best efforts to the business and affairs of the Company, the Parent and its Subsidiaries; provided, however, that nothing contained in this Section 1 shall be deemed to prevent or limit the Executive’s right to: (i) make investments in the securities of any publicly-owned corporation; or (ii) make any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote managerial efforts that interfere with his fulfillment of his duties hereunder; or (iii) to serve on boards of directors and to serve in such other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld or delayed. Reference is made to Section 7 hereof, which contains limitations on some of the above activities.
(d) The principal location at least which the Executive will substantially perform his duties will be the Company’s Houston, Texas offices, or as otherwise agreed between the Executive and the Board of Directors of the Company. If any agreed change in location would increase the Executive’s one-way commuting distance between his then-current principal residence and the offices to which he is assigned by 20 miles or more, the Company will pay to the Executive, and/or will reimburse the Executive for, each of the following expenses and costs incurred in connection with the Executive’s relocation and will pay to the Executive the bonus specified in clause (vii) below: (i) the excess, if any, of (A) the Executive’s aggregate tax basis in his primary residence at the time of its sale over (B) the proceeds realized by the Executive from such sale net of ordinary and reasonable fees and expenses incurred in connection with such sale (other than such fees and expenses described in clause (ii) of this sentence), (ii) ordinary and reasonable realtor fees and closing costs incurred in connection with the sale of the Executive’s primary residence, (iii) ordinary and reasonable closing costs incurred in connection with the purchase of the Executive’s new primary residence in the vicinity of the new location at which the Executive is to render his services hereunder, (iv) ordinary and reasonable costs incurred to pack, transport, unpack, and insure the Executive’s household furnishings and effects to his new primary residence, (v) ordinary and reasonable fees for connecting utilities in his new primary residence, (vi) ordinary and reasonable costs for trips to look for a new residence as well as up to thirty (30) days prior of temporary housing, and (vii) a cash bonus calculated to the expiration pay all of the Initial Term or any Renewal Termfederal, state and local income and payroll taxes which the Executive will incur, if any, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement a result of (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(bA) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality ’s reimbursement of the preceding sentenceexpenses and (B) the amount of such bonus (that is, a “gross-up” bonus). Each of the expenses or other items reimbursable under this Section 1(d) shall be reimbursed in the event that Executive resigns from his employment a separate payment. It shall be a condition precedent to any payment pursuant to this Section 3.1(b1(d) without Good Reason for any or no reason, that Executive shall give thirty has been continuously employed by the Company through the date on which such payment is made.
(30e) days written notice The Executive represents and warrants to the Company prior that the representations and warrants he made in Section 1(e) of the 2003 Agreement remain correct and that he is not now and will not become subject to any covenants against competition or similar covenants or agreements that would affect the proposed effective date performance of such resignationhis obligations hereunder. The Executive covenants that he will not disclose or use confidential or proprietary materials, and such resignation shall not be effective until the expiration documents, information or other property of such notice perioda third party (including, unless such notice is waived by without limitation, any present or former employer) in any way which could create a claim against the Company (in or the Executive or which case would violate any agreement, written or oral, relating to such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Sectionmaterials, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason documents, information or other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodproperty.
Appears in 1 contract
Employment Term. (a) The Commencing on June 22, 2015 (the “Commencement Date”), the Company shall employ Executivehereby employs the Executive under the terms of this Agreement, and the Executive hereby accepts employment with by the Company, upon Company under the terms and conditions set forth in of this Agreement, as the Company’s President, and the Parent’s President and Chief Operating Officer. The Executive shall have the responsibilities, duties and authority commensurate with his positions, including without limitation, general supervision of, responsibility for and control over the period beginning Company’s day-to-day operations of each of its service lines, business development, assets and equipment and such other responsibilities, duties, functions and authority as the Chief Executive Officer or, in certain circumstances, the Parent’s Board of Directors (“Board”) shall from time to time designate. The Executive will report to the Chief Executive Officer. The Executive will, if appointed or elected, serve as an officer or director of the Key Companies and perform all duties incident to such offices.
(b) The Executive shall hold such positions with the Company and Parent hereunder until the close of business on June 21, 2017, unless the Effective Date Executive’s employment or this Agreement or both is sooner terminated in accordance with Section 5, and continuing through at the third close of business on each anniversary of such date, commencing with June 22, 2017, the date term of this Agreement the Executive’s employment hereunder shall be automatically extended for twelve (the "Initial Term"12) and shall thereafter automatically renew for additional one year periods months (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement Section 5 hereof) unless either the Executive or the Company shall have given written notice is given by one party (in each case a “Non-Renewal Notice”) to the other at least thirty that such automatic extension shall not occur, which Non-Renewal Notice shall have been given no later than ninety (3090) days prior to next preceding the expiration relevant Anniversary Date. The Executive’s entire period of employment under this Agreement, until the termination of the Initial Term Executive’s employment or any Renewal Termthe termination of this Agreement, as applicable. The Initial Term and any Renewal Term are herein collectively or both, is referred to as the "“Employment Term." This Agreement shall not become effective” The Board may, and in its sole discretion, renew the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective DateExecutive’s Employment Term for subsequent terms.
(bc) If The Executive dies while employed by will devote his full time and best efforts to the Companybusiness and affairs of the Key Companies; provided, however, that subject to Sections 7 and 8 of this Agreement and Agreement, nothing contained in this Section 1 shall be deemed to prevent or limit the Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time ’s right to: (i) due to make investments in the Disability securities of Executive, any publicly-owned corporation; (ii) for Causemake any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote managerial efforts that interfere with his fulfillment of his duties hereunder; or (iii) without Cause, for any or no reason. Executive may terminate his employment serve on boards of directors and all serve in such other positions with non-profit and for-profit organizations as to which the Company at any Board may from time (i) for Good Reasonto time consent, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation which consent shall not be effective until unreasonably withheld or delayed.
(d) The principal location at which the expiration of such notice periodExecutive will substantially perform his duties will be the Company’s Houston, unless such notice is waived by Texas offices, or as otherwise agreed between the Company (in which case such resignation shall be effective as of Chief Executive Officer and the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the --------------- first date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the "Effective Date Date") and continuing through shall expire on the third anniversary of the date Effective Date; provided, however, that at the end of this Agreement each day of the Employment Term the -------- ------- Employment Term shall automatically be extended for one (1) day unless either the "Initial Term") and Company or the Executive shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the three (3) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat -------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, -------- further, that notwithstanding any such notice by the Company not to extend, the ------- Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/)
Employment Term. (a) The Commencing on October 2, 2006, the Company shall employ hereby employs the Executive, and the Executive hereby accepts employment with by the Company, upon and accepts appointment as the terms Parent's Senior Vice President, Business Development, Technology and conditions set forth in this AgreementStrategic Planning. The Executive shall have the responsibilities, for duties and authority commensurate with his position, including without limitation the period beginning on the Effective Date general supervision and continuing through the third anniversary management of the date Parent's and the Company's objectives, policies and programs for worldwide sales, marketing, business development, strategic planning and operations support, and such other responsibilities, duties, functions and authority as the Chief Executive Officer or, in certain circumstances, the Board shall from time to time designate that do not effect a material decrease in the responsibilities, importance, scope or dignity of this Agreement the Executive's position compared with those of such position as of the Commencement Date, subject, however, to the supervision of the Chief Executive Officer. The Executive will report to the Chief Executive Officer.
(b) The Executive shall hold such positions with the "Initial Term") Company and shall thereafter automatically renew for additional one year periods (eachParent hereunder until the close of business on January 1, a "Renewal Term")2010, unless sooner terminated in accordance with this Agreement Section 5, and at the close of business on each anniversary of such date, commencing with January 1, 2010, the term of the Executive's employment hereunder shall be automatically extended for twelve (12) months (unless sooner terminated in accordance with Section 5 hereof) unless either the Executive or the Company shall have given written notice is given by one party (in each case, a "Non-Renewal Notice") to the other that such automatic extension shall not occur, which Non-Renewal Notice shall have been given no later than ninety (90) days next preceding the relevant Anniversary Date. (The entire period of employment of Executive, until termination in accordance herewith, is referred to hereby as the "Employment Period").
(c) The Executive will devote his full time and his best efforts to the business and affairs of the Company, the Parent, and its Subsidiaries; provided, however, that nothing contained in this Section 1 shall be deemed to prevent or limit the Executive's right to: (i) make investments in the securities of any publicly-owned corporation; or (ii) make any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote managerial efforts that interfere with his fulfillment of his duties hereunder; or (iii) to serve on boards of directors and to serve in such other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld or delayed. Reference is made to Section 6 hereof, which contains limitations on some of the above activities.
(d) The principal location at least which the Executive will substantially perform his duties will be the Company's Houston, Texas offices, or as otherwise agreed between the Chief Executive Officer and Executive. If any agreed change in location would increase the Executive's one-way commuting distance between his then-current principal residence and the offices to which he is assigned by 20 miles or more, the Company will pay to the Executive, and/or will reimburse the Executive for, each of the following expenses and costs incurred in connection with the Executive's relocation and will pay to the Executive the bonus specified in clause (vii) below: (i) the excess, if any, of (A) the Executive's aggregate tax basis in his primary residence at the time of its sale over (B) the proceeds realized by the Executive from such sale net of ordinary and reasonable fees and expenses incurred in connection with such sale (other than such fees and expenses described in clause (ii) of this sentence), (ii) ordinary and reasonable realtor fees and closing costs incurred in connection with the sale of the Executive's primary residence, (iii) ordinary and reasonable closing costs incurred in connection with the purchase of the Executive's new primary residence in the vicinity of the new location at which the Executive is to render his services hereunder, (iv) ordinary and reasonable costs incurred to pack, transport, unpack, and insure the Executive's household furnishings and effects to his new primary residence, (v) ordinary and reasonable fees for connecting utilities in his new primary residence, (vi) ordinary and reasonable costs for trips to look for a new residence as well as up to thirty (30) days prior of temporary housing, and (vii) a cash bonus calculated to the expiration pay all of the Initial Term or any Renewal Termfederal, state and local income and payroll taxes which the Executive will incur, if any, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement a result of (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(bA) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality reimbursement of the preceding sentenceexpenses and (B) the amount of such bonus (that is, a "gross-up" bonus). Each of the expenses or other items reimbursable under this Section 1(d) shall be reimbursed in the event that Executive resigns from his employment a separate payment. It shall be a condition precedent to any payment pursuant to this Section 3.1(b1(d) without Good Reason for any or no reason, that Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived has been continuously employed by the Company (in which case such resignation shall be effective as of through the date of on which such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodpayment is made.
Appears in 1 contract
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and continuing through --------------- first date during the third anniversary Protected Period (as defined in Section 1(c), below) on which a Change of the date of this Agreement Control (as defined in Section 2, below) occurs (the "Initial TermEffective Date") and shall thereafter expire on the second anniversary of the Effective Date; provided, however, that at the end of each day of the Employment Term the -------- ------- Employment Term shall automatically renew be extended for additional one year periods (each, a "Renewal Term"), 1) day unless sooner terminated in accordance with this Agreement either the Company or the Executive shall have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat -------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any -------- ------- such notice by the Company not to extend, the Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Samples: Change of Control Agreement (Marshall & Ilsley Corp/Wi/)
Employment Term. (a) Effective as of the Commencement Date, the 1995 Employment Agreement shall be terminated and of no further force or effect except for the Company's obligations (i) to make any payments to the Executive under Section 2 thereof for services rendered and expenses incurred prior to the Commencement Date and (ii) pertaining to the options previously granted to the Executive identified in Schedule A hereto. The Company shall hereby agrees to employ the Executive, and the Executive hereby accepts employment with by the Company, upon as the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary Company's Chairman of the date Board, President and Chief Executive Officer, such employment to commence as of this Agreement July 1, 1999 (the "Initial TermCommencement Date") ), and shall thereafter automatically renew for additional one year periods (eachto continue until the close of business on June 30, a "Renewal Term"2004, subject to extension as provided in this Section l(a), unless sooner terminated in accordance herewith (the "Initial Employment Period"). On each June 30, commencing with this Agreement June 30, 2000, the term of the Executive's employment hereunder shall be automatically extended for twelve (12) months unless either he or the Company shall have given written notice is given by one party to the other at least that such automatic extension shall not occur, which notice shall have been given no later than thirty (30) days prior to the expiration of relevant June 30th (the Initial Term or Employment Period, together with any Renewal Termextensions, as applicable. The Initial Term and any Renewal Term are herein collectively until termination in accordance herewith, is referred to herein as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this AgreementEmployment Period"), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If The Company also hereby agrees that the Executive dies while employed by currently serves as a director on the Board of Directors of the Company (the "Board"), and as a director and either the President or Chairman of the Board of Directors of each Subsidiary(as defined in Section 17 hereof), and the Executive hereby accepts such appointments.
(c) The Executive shall have the responsibilities, duties and authority commensurate with his positions as the Chairman of the Board, President and Chief Executive Officer of the Company, including, without limitation, the general supervision and control over, and responsibility for, the general management and operation of the Company and its Subsidiaries, subject, however, to the supervision of the Board insofar as such supervision is required by the Maryland General Corporation Law, and the Company's Articles of Incorporation and By-Laws. Such responsibilities, duties and authority shall not be expanded or contracted without the express consent of the Executive. The Executive will report only to the Board.
(d) The Executive will devote his full time and his best efforts to the business and affairs of the Company and its subsidiaries; PROVIDED, HOWEVER, that nothing contained in this Agreement and Section 1 shall be deemed to prevent or limit the Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time right to: (i) due to make investments in the Disability securities of Executive, any publicly-owned corporation; or (ii) for Causemake any other investments with respect to which he is not obligated or required to, and to which he does not in fact, devote substantial managerial efforts which materially interfere with his fulfillment of his duties hereunder; or (iii) without Cause, for any or no reason. Executive may terminate his employment to continue to serve on boards of directors on which he currently serves and all to serve in such other positions with non-profit and for-profit organizations as to which the Company at any Board may from time (i) for Good Reasonto time consent, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation which consent shall not be effective until unreasonably withheld or delayed.
(e) The principal location at which the expiration Executive will perform his duties will be the Company's principal offices. The Company's principal offices may be transferred by the Executive or by the Board, with the Executive's consent. In the event of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causea transfer, the Company shall give Executive thirty (30) days written notice prior will pay moving, temporary living and other reasonable expenses in connection with the Executive's relocation from his present primary residence to a location in proximity to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after ExecutiveCompany's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodprincipal offices.
Appears in 1 contract
Employment Term. (a) From the Effective Date through November 1, 2022, the Prior Agreement, pursuant to which Executive is employed by the Company as its Chief Financial Officer, shall remain in effect (unless terminated prior thereto). As of November 1, 2022 (the “Appointment Date”), the Executive shall become Chief Executive Officer of the Company pursuant to the terms and conditions of this Agreement, and shall no longer serve as Chief Financial Officer of the Company. Effective as of the Appointment Date, this Agreement shall supersede and replace the Prior Agreement, except as specified herein. All provisions of this Agreement shall become effective as of the Appointment Date, and are conditioned on the Executive’s continued employment with the Company through such date. The Executive’s employment as Chief Executive Officer of the Company, commencing on the Appointment Date, shall be on an “at will” basis, and shall continue until terminated pursuant to Section 8 of this Agreement.
(b) On the Appointment Date, the Company shall hereby agrees to continue to employ Executive, and Executive hereby accepts employment agrees to continue to be employed with the Company, upon the terms and conditions set forth contained in this Agreement, for . Executive’s employment with the period beginning Company pursuant to this Agreement shall commence on the Effective Appointment Date and continuing through shall continue until the third anniversary of the date Appointment Date (the “Initial Term”) unless earlier terminated pursuant to Section 8; provided, that the term of this Agreement shall automatically be extended for one (1) additional year commencing on the "Initial Term") third anniversary of the Appointment Date and shall on each anniversary thereafter automatically renew for additional one year periods (each, a "“Renewal Term")”) unless, unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty not less than ninety (3090) days prior to the expiration commencement of any such Renewal Term, either party shall have given written notice to the other that it does not wish to extend this Agreement (a “Non-Renewal Notice”), in which case, Executive’s employment under this Agreement shall terminate upon the close of business on the last day of the Initial Term or any the then-current Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively period during which Executive is employed by the Company pursuant to this Agreement is hereinafter referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period."
Appears in 1 contract
Samples: Employment Agreement (NCS Multistage Holdings, Inc.)
Employment Term. (a) The Company shall employ has employed Executive since August 16, 2005 (the “Commencement Date”). This Agreement will govern Executive, and Executive hereby accepts ’s continued employment by the Company until that employment ceases in accordance with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice such period of Executive’s employment is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement”), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's ’s employment by the Company shall automatically terminate on the date of Executive's ’s death. The Company may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, so long as Executive provides notice of his intent to terminate for Good Reason within 90 days following the date of the situation giving rise to Executive’s Good Reason occurs and, to the extent the Company fails to cure within the cure period described in Section 2.7 above, Executive actually resigns from employment with the Company within 90 days following the expiration of the Company’s cure period, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from terminates his employment pursuant to this Section 3.1(b) without Good Reason for any or no reasonreason (other than as described in clause (i) with respect to Good Reason, Executive shall give thirty (30) days 60 days’ prior written notice to the Company prior to the proposed effective date effectiveness of such resignationresignation of his employment with the Company, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Employment Term. (a) The During the Employment Term, the Company shall employ ExecutiveRhein, and Executive hereby accepts employment with Rhein shall serve the Company, upon as President and Chief Executive Officer, based on the terms and subject to the conditions set forth in this Agreement, for the period beginning herein.
(b) The Employment Term shall commence on the Effective Date and continuing through shall end on the date immediately preceding the third (3rd) anniversary of the Effective Date, provided that the Employment Term may terminate prior to the date specified above in this Subsection 3(b) as provided in Section 6 hereof.
(c) Not later than six (6) months prior to the third (3rd) anniversary of the Effective Date, the Company shall commence negotiations with Rhein with respect to the terms of his employment with the Company. If this Agreement terminates without a new employment agreement having been executed by the Company and Rhein by the date of this Agreement (such termination, Rhein's employment with the "Initial Term") and Company shall thereafter automatically renew for additional one year periods (eachcontinue at will, a "Renewal Term")and, unless sooner terminated in accordance with this Agreement or written notice is given by one party to Rhein and the other at least thirty Company shall enter into a new employment agreement not later than sixty (3060) days prior following the date of such termination or shall otherwise agree, Rhein shall have the right to terminate such employment during the period from the sixty-first (61st) through the one hundred twentieth (120th) day following the expiration of the Initial Term or any Renewal Employment Term, as applicableupon which termination of employment he shall be entitled to receive, notwithstanding the expiration of the Employment Term, the severance compensation described under Subsection 7(d) hereof. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effectiveFurthermore, and if the Company shall and Rhein have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's not entered into a new employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of agreement as provided in the preceding sentence, in the event that Executive resigns from his and if Rhein's employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to be terminated by the Company prior to other than for Cause during the proposed effective date of such resignation, and such resignation shall not be effective until one hundred twenty (120) day period following the expiration of the Employment Term, upon such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as termination of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company Rhein shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during receive, notwithstanding the 30-day notice periodexpiration of the Employment Term, the severance compensation described in Subsection 7(d) hereof.
Appears in 1 contract
Samples: Employment Agreement (Pioneer Standard Electronics Inc)
Employment Term. Employee and ProBusiness acknowledge that Employee's employment hereunder shall be at will. The term of Employee's employment hereunder (athe "Employment Term") The Company shall employ Executive, commence on the Closing Date and Executive hereby accepts shall continue until the termination of Employee's employment with ProBusiness as provided herein. ProBusiness may terminate Employee's employment at any time, for any reason whatsoever with Cause (as defined in Section 4(c), or without Cause, in either case without prior notice to Employee. In the Company, upon event of termination without Cause prior to the terms and conditions set forth in third anniversary date of this Agreement, for 2 Employee shall be entitled to receive as severance payment (the period beginning "Severance") from ProBusiness, an amount equal to the difference between (i) the aggregate salary Employee would have earned pursuant to Section 2(a) hereof if the Employment Term ended on the Effective Date and continuing through the third anniversary of from the date of this Agreement agreement (the "Initial TermThird Anniversary") and assuming Employee's salary immediately prior to such termination without Cause continued to be the salary received by Employee until the Third Anniversary (but in no event shall thereafter automatically renew the amount used for additional one year periods (each, a "Renewal Term"this calculation be less than $125,000 per year), unless sooner terminated and (ii) the aggregate salary Employee earned during the Employment Term. Such Severance shall be paid in equal installments in accordance with this Agreement or written notice is given by one party ProBusiness's normal payroll practice over the period ending no later than the Third Anniversary. Notwithstanding the foregoing, ProBusiness at its option, may pay the Severance in a one-lump-sum payment to Employee in an amount equal to the other Severance owed adjusted to the present value on the date of payment to Employee at least an interest rate equal to the then-current prime rate set by Coast Business Credit (or, if the loan agreement between ProBusiness and Coast Business Credit dated April 30, 1996 has terminated, the prime rate shall be determined on the basis of the prime rate listed from time to time in the Wall Street Journal, which represents the base rate on Corporate loans posted by a substantial majority of the Nation's thirty (30) largest banks) plus one point, which shall be payable within thirty days prior to the expiration of the Initial Term or any Renewal Termsuch date of termination without Cause. Unless otherwise specified herein, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effectiveProBusiness will make deductions, withholdings, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and other payments from all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment sums payable pursuant to this Section 3.1(b) without Good Reason Agreement which Employee requests or are required by law for any taxes or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodcharges.
Appears in 1 contract
Employment Term. (a) The Company Bank shall continue to employ Executive, and Executive hereby accepts continued employment with the CompanyBank, upon the terms and conditions set forth in this Agreement, for effective May 30, 2012 (the period beginning on the “Effective Date Date”) and continuing through the third anniversary of the date of this Agreement May 29, 2016 (the "“Initial Term"”) and shall thereafter automatically renew for additional successive one year periods (each, a "“Renewal Term"”), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.”
(b) If Executive dies while employed by the CompanyBank, this Agreement and Executive's ’s employment by the Company Bank shall automatically terminate on the date of Executive's ’s death. The Company Bank may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment with the Bank and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason Reason, for any or no reason, Executive shall give thirty (30) days written notice to the Company Bank prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company Bank (in which case such resignation shall be effective as of the date of or indicated in such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.
Appears in 1 contract
Samples: Employment Agreement (Penseco Financial Services Corp)
Employment Term. (a) The Company shall employ ExecutiveThis Agreement, and Executive hereby accepts employment with all rights and obligations of the Companyparties hereunder, shall take effect upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through shall continue in effect until the third anniversary Date of the date of this Agreement Termination (as defined below) (the "Initial “Employment Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"”), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as Executive or the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's ’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executivetime, (ii) for Cause, with or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with subject to the severance obligations described in Section 5.2 of the Agreement, except that the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days communicate such termination by a written notice to the Company prior other party hereto (the “Notice of Termination”), given in accordance with Section 8 of the Agreement. Any Notice of Termination shall: (a) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice; (b) to the proposed extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (c) specify the Date of Termination. The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such resignationNotice of Termination), and in the case of a termination other than one due to the Executive’s death, or the date of the Executive’s death, as the case may be. In the event the Company fails to satisfy the requirements of this Section 3 regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such resignation Notice of Termination shall not be effective until the expiration for purposes of such notice period, unless such notice is waived this Agreement. The failure by the Executive or the Company (to set forth in the Notice of Termination any fact or circumstance which case such resignation contributes to a showing of Good Reason or Cause shall be effective as not waive any right of the date of Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such waiver). Notwithstanding fact or circumstance in enforcing the second sentence of this Section, if Executive’s or the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodCompany’s rights hereunder.
Appears in 1 contract
Employment Term. (a) The Subject to the terms and conditions set forth herein, the Company shall agrees to employ ExecutiveEmployee, and Executive Employee hereby accepts employment with the Company, upon as the terms CEO of the Company and conditions set forth in this Agreementits subsidiaries, or a similar executive position (the “Position”), for the period beginning a term commencing on the Effective Date closing of the IPO, (the “Commencement Date”) and continuing through ending on the third anniversary of the date Commencement Date (the “Employment Term”) unless otherwise terminated under this Agreement; provided however, that if the Commencement Date does not occur on or before September 1, 2017, this Agreement shall never take effect, shall be deemed null and void and shall create no obligations for the Company or Employee. Employee agrees further that his execution of this Agreement shall constitute his voluntary termination of the A.S.V., LLC Agreement without Good Reason (as that term is defined in the "Initial Term"A.S.V., LLC Agreement); provided, however, (a) such voluntary termination of the A.S.V., LLC Agreement shall take effect on and only if this Agreement takes effect, and (b) if this Agreement does not take effect according to its terms, Employee’s voluntary termination of the A.S.V., LLC Agreement shall thereafter be deemed null and void. Accordingly, subject to the effectiveness of this Agreement, Employee waives all rights and entitlements under the A.S.V., LLC Agreement, including without limitation any right to severance pay of any kind under the A.S.V., LLC Agreement or under any policy or practice of A.S.V., LLC. The Employment Term will automatically renew extend for additional one year successive periods of three years (each, each a "“Renewal Term"), ” and each such Renewal Term together with the Employment Term shall be referenced collectively as the “Term”) at the end of the Employment Term and any Renewal Term unless sooner terminated in accordance with this Agreement either the Company or written notice is given by one party to Employee notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew the Employment Term or the Renewal Term, as applicable, at least thirty (30) 90 days prior to the expiration end of the Initial Employment Term or any the Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, Employee and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's agree that Employee’s employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company constitutes “at-will” employment. Employee and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to Executive at any time (i) due to the Disability of Executiveother party, (ii) for Cause, with or (iii) without Cause, good cause or for any or no reason. Executive may terminate his employment and all other positions with cause, at the option either of the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reasonEmployee. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provideHowever, as applicabledescribed in this Agreement, to Executive all payments and benefits Executive would otherwise Employee may be entitled to receive during severance benefits depending upon the 30-day notice periodcircumstances of Employee’s termination of employment.
Appears in 1 contract
Samples: Employment Agreement (A.S.V., LLC)
Employment Term. (a) The Company Employment Period" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the be a period beginning on the Effective Date and continuing through the third anniversary of twenty four (24) months from the date of effectiveness of this Agreement which is first day of January, 2003 and any extensions of such period.
(b) At least ninety (90) days prior to the expiration of the initial Employment Period or any Renewal Period as that term is hereinafter defined, the Employer shall notify the Employee of its intention to extend the Employment Period for an additional one (1) year (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal TermPeriod"). If the Employer notifies the Employee of its intention to extend the Employment Period, unless sooner terminated in accordance with this Agreement or written notice is given by one party the Employer shall inform the Employee of any modifications to the other salary, employee plans and fringe benefit arrangements for the extended Employment Periods as least sixty (60) days prior to the expiration of the Employment Period and the Employee shall, at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Termemployment Period, submit in writing notification of his acceptance of the Employer's offer to extend the Employment Period. Failure of the Employer to provide notice in a timely manner as applicable. The Initial Term provided in the first section of 2(b) hereof shall result in the automatic extension of this Agreement for one (1) year with all the same terms and any Renewal Term are herein collectively referred provisions hereof, except that the Base Salary (as defined in Section 3(a) below) shall be increased pursuant to as Section 3(a).
(c) In the "Term." This Agreement shall not become effectiveevent of the Employee's death prior to the expiration of the Employment Period, and all obligations of the Company shall have no liability Employer under this Agreement (including any appendices or exhibits shall terminate except of the Employer's obligations to this Agreement), unless Executive reports pay for services rendered by the Employee prior to commence service under this Agreement on the Effective Datehis death.
(bd) If Executive dies while employed by the Company, Employee may terminate this Agreement and Executive's employment by at anytime upon one hundred twenty (120) days notice to the Company shall automatically terminate on of his intention to resign as the interim Chief Executive Officer and/or Executive Director. All salary earned but unpaid at the date of Executive's death. his resignation shall become due and payable upon the date of his resignation.
(e) The Board of Directors of the Company may elect to terminate Executive's employment and all this Agreement for "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any other positions with the Company upon written notice termination pursuant to Executive at any time this Section 2, (i) due an act or acts of fraud or personal dishonesty taken by the Employee and intended to result in substantial personal enrichment of the Employee at the expense, and to the Disability detriment, of Executivethe Company, (ii) for Causerepeated violations by the Employee of the Employee's obligations under this Agreement which are demonstrably willful and deliberate on the Employee's part and which are not remedied in a reasonable period of time after receipt of written notice by the Employee from the Company, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality conviction of the preceding sentence, in Employee by a court of competent jurisdiction of a felony crime. The determination of Cause shall be made by the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date Board of such resignation, and such resignation shall not be effective until the expiration Directors of such notice period, unless such notice is waived by the Company (in which case the "Board") at a meeting of the Board called and held for such resignation purpose, where the Employee shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of provided reasonable written notice of resignationsuch meeting and of the acts or omissions alleged to constitute "Cause," and shall have an opportunity to address the Board in person regarding the acts or omissions of which he is accused. Any termination for Cause shall be made in writing to the Employee by the Board, which notice shall set forth in detail all acts or omissions upon which the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodis relying for such termination.
Appears in 1 contract
Employment Term. (a) The Subject to the terms and conditions set forth herein, the Company shall agrees to employ ExecutiveEmployee, and Executive Employee hereby accepts employment with the Company, upon as the terms COO of the Company and conditions set forth in this Agreementits subsidiaries, or a similar executive position (the “Position”), for the period beginning a term commencing on the Effective Date closing of the IPO, (the “Commencement Date”) and continuing through ending on the third anniversary of the date of Commencement Date (the “Employment Term”) unless otherwise terminated under this Agreement; provided however, that if the Commencement Date does not occur on or before September 1, 2017, this Agreement (the "Initial Term") shall never take effect, shall be deemed null and void and shall thereafter create no obligations for the Company or Employee. The Employment Term will automatically renew extend for additional one year successive periods of two years (each, each a "“Renewal Term"), ” and each such Renewal Term together with the Employment Term shall be referenced collectively as the “Term”) at the end of the Employment Term and any Renewal Term unless sooner terminated in accordance with this Agreement cither the Company or written notice is given by one party to Employee notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew the Employment Term or the Renewal Term, as applicable, at least thirty (30) 90 days prior to the expiration end of the Initial Employment Term or any the Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, Employee and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's agree that Employee’s employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company constitutes “at-will” employment. Employee and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to Executive at any time (i) due to the Disability of Executiveother party, (ii) for Cause, with or (iii) without Cause, good cause or for any or no reason. Executive may terminate his employment and all other positions with cause, at the option either of the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reasonEmployee. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provideHowever, as applicabledescribed in this Agreement, to Executive all payments and benefits Executive would otherwise Employee may be entitled to receive during severance benefits depending upon the 30-day notice periodcircumstances of Employee’s termination of employment.
Appears in 1 contract
Samples: Employment Agreement (A.S.V., LLC)
Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts Employee’s employment with the Company, upon the terms and conditions set forth in Company pursuant to this Agreement, for the period beginning Agreement shall commence on the Effective Date and continuing through shall continue, unless otherwise terminated earlier as provided in Section 6 hereof, until December 31, 2008 (the third anniversary “Employment Term”); provided, however, that the Employment Term may be extended by mutual agreement of the Company and Employee on such terms as they may agree upon in writing, and provided further, that notwithstanding anything to the contrary contained herein, upon the occurrence of a Change in Control (as hereinafter defined), the Employment Term shall automatically be amended to expire on the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional which is one year periods following the date on which the Change in Control occurs. At least ninety (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (3090) days prior to the expiration end of the Initial Employment Term or any Renewal Term(including following a Change in Control), as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement notify the Employee as to whether or not the Company chooses to extend the Employment Term. If the Employment Term is not extended upon the Employment Term’s expiration, the Employee shall become an “at-will” employee of the Company. If the Employee terminates his employment while an at-will employee following the Employment Term’s expiration, and signs and does not revoke a Release (including any appendices or exhibits to this Agreementas hereinafter defined), unless Executive reports then, subject to commence service under this Agreement on Employee’s compliance with Section 9, the Effective Date.Employee shall be entitled to receive the following benefits:
(a) Continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary (as hereinafter defined), as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies;
(b) If Executive dies while employed by The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Company, this Agreement and Executive's employment by the Company shall automatically terminate Employee on the date day immediately preceding the day of Executive's deaththe Employee’s termination of employment; provided, however, that (a) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (b) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company may terminate Executive's employment and all other positions shall continue to provide Employee with Company-paid health coverage until the Company upon written notice to Executive at any time later of (i) due the date Employee is no longer eligible to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reasonreceive continuation coverage pursuant to COBRA, or (ii) without Good Reasontwelve (12) months from the termination date;
(c) One hundred percent (100%) of Employee’s then unvested Equity Awards (as hereinafter defined) shall immediately vest and, for any or no reason. Notwithstanding the generality of the preceding sentenceas applicable, in the event that Executive resigns from his employment pursuant to this Section 3.1(bbecome exercisable and Employee shall have twelve (12) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of months following the date of such waivertermination to exercise all of his outstanding Equity Awards in the nature of stock options or similar equity awards (including those that had become vested prior to such date). Notwithstanding ; provided, however, that in the second sentence event of a conflict between the terms and conditions of any plan, agreement, award certificate or other arrangement under which the Equity Awards were granted (collectively, the “Equity Plans”) and this Agreement, the terms and conditions of this SectionAgreement shall prevail unless the conflicting provision(s) in the Equity Plans shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing, in no event shall the extended twelve (12) month exercise period specified in this Section 4(c) modify or extend the expiration date of any Equity Award as set forth in the applicable Equity Plan. For purposes of this Agreement, “Equity Awards” shall mean all stock options, restricted stock units (including the Initial Retention RSU Grant and, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causegranted, the Additional Retention RSU Grant), restricted stock and any other award to acquire shares of Company shall give Executive thirty (30) days written notice prior common stock or cash attributable to the proposed effective date value of such termination. At any stock issued and outstanding and held by Employee from time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.time; and
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Employment Term. (a) The Company Executive shall employ Executivebe employed under this Agreement for a term (the "Employment Term") of five years commencing on ______________, 2004 (the "Commencement Date") and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning terminating on the Effective Date and continuing through the third anniversary close of the date of this Agreement business on _____________, 200_, unless sooner terminated as provided in Section 6 hereof (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the ; provided that upon expiration of the Initial Term or any Renewal Term, this Agreement shall thereafter automatically be renewed from year to year (or such shorter period until the Executive's retirement) unless either party provides written notification to the other of its intention not to so renew which notice must be given no later than December 31 of each such year. Neither the expiration of this Agreement, its termination by reason of the Executive's retirement, nor the giving of notice by the Company that it does not wish to renew the Employment Term shall constitute a breach of this Agreement or termination of the Executive for the purposes of Section 6 or 7 of this Agreement.
(b) Notwithstanding the provisions of Section 3(a), the Employment Term shall be extended automatically for a period of two years from the month in which a Change of Control (as applicable. such term is defined below) occurs (or such shorter period ending on the Executive's retirement).
(c) The Initial date on which the Employment Term and (including any Renewal Term are herein collectively one year renewal period then in effect) is scheduled to terminate under Sections 3(a) or 3(b) shall hereinafter be referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Scheduled Termination Date".
(bd) If Executive dies while employed by there is a Change in Control then the Company, this Agreement and Executive's employment by monthly salary shall be accelerated and paid within 30 days of said Change of Control for the Company shall automatically terminate on full amount due through the termination date of Executive's death. The Company may terminate Executive's said employment and all other positions with the Company upon written notice to Executive at any time (i) due agreement according to the Disability of Executive, (iiterms set forth in 3(b) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodabove.
Appears in 1 contract
Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts 's employment with each of the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary Companies shall begin as of the date of this Agreement (the "Initial TermEffective Date") pursuant to the terms and conditions contained herein. The Executive shall hold the office of Vice President, Secretary and General Counsel of each of the Companies. The Executive shall perform all the duties consistent with these positions as set forth in each of the Companies' By-Laws, as well as any other duties commensurate with the Executive's positions that are assigned to the Executive from time to time by the respective Board of Directors of each of the Companies (the "Boards"). The Executive shall devote her full working time, attention and energies to the business of each of the Companies and shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; however, this shall not be construed as preventing the Executive from investing her personal assets in any business or venture which does not compete, directly or indirectly, with either of the Companies in any manner, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the entities in which such investments are made and in which the Executive's participation is solely that of an investor, and the Executive may purchase securities in any corporation for which securities are regularly traded, provided, that such purchase shall not result in the Executive beneficially owning at any one time one percent (1%) or more of the equity securities of any corporation engaged in a business directly competitive with either of the Companies.
(b) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until the first anniversary of the Effective Date, at which time, and on each anniversary of the Effective Date thereafter, the term of this Agreement shall be extended for a one (1) year period until the next anniversary thereafter automatically renew for additional one year periods (eachsuch period, a as it may be extended from time to time, the "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party hereto shall provide notice of termination to the other at least party hereto no less than thirty (30) days prior to the expiration of the Initial Term such anniversary or any Renewal Term, on such earlier date as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions is terminated in accordance with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodprovisions set forth below.
Appears in 1 contract
Samples: Employment Agreement (WHX Corp)
Employment Term. (a) The Company "Employment Terms shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the first date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the "Effective Date Date") and continuing through shall expire on the third anniversary of the date Effective Date; provided, however, that at the end of this Agreement each day of the Employment Term the Employment Term shall automatically be extended for one (1) day unless either the "Initial Term") and Company or the Executive shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration Employment Term shall not be so extended; and provided, further, that the Employment Term shall not be automatically extended beyond the first day of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as month following the "Term." This Agreement shall not become effective, and month in which the Company shall have no liability under this Agreement Executive attains age sixty-five (including any appendices or exhibits to this Agreement65), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the three (3) year period commencing on the date hereof, provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the Company not to extend, the Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts ’s employment with the CompanyCompany shall begin on or before January 28, upon 2008 (the “Effective Date”) pursuant to the terms and conditions contained herein. The Executive shall hold the office of President and Chief Executive Officer of the Company. The Executive shall perform all the duties consistent with these positions as set forth in the Company’s By-Laws, as well as any other duties commensurate with the Executive’s positions that are assigned to the Executive from time to time by the Board of Directors of WHX (the “Board”). On or about December 31, 2008, the Executive shall be considered for election to the position of Director. The Executive shall devote his full working time, attention and energies to the business of the Company and shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; however, this shall not be construed as preventing the period beginning Executive from investing his personal assets in any business or venture which does not compete, directly or indirectly, with WHX or its subsidiaries in any manner, in such form or manner as will not require any services on the part of the Executive in the operation of the affairs of the entities in which such investments are made and in which the Executive’s participation is solely that of an investor, and the Executive may purchase securities in any corporation for which securities are regularly traded, provided, that such purchase shall not result in the Executive beneficially owning at any one time one percent (1%) or more of the equity securities of any corporation engaged in a business directly competitive with WHX or its subsidiaries.
(b) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until the second anniversary of the Effective Date, at which time, and on each anniversary of the Effective Date and continuing through thereafter, the third anniversary of the date term of this Agreement shall be extended for a one (1) year period until the "Initial next anniversary thereafter (such period, as it may be extended from time to time, the “Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"”), unless sooner terminated in accordance with this Agreement or one party hereto shall provide written notice is given by one party of termination to the other at least party hereto no less than thirty (30) days prior to the expiration of the Initial Term such anniversary or any Renewal Term, on such earlier date as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions is terminated in accordance with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodprovisions set forth below.
Appears in 1 contract
Samples: Employment Agreement (WHX Corp)
Employment Term. (a) The Company shall agrees to employ Executive, the Executive under and Executive hereby accepts employment with the Company, upon pursuant to the terms and conditions set forth in of this Agreement, and the Executive agrees to be so employed as President and Chief Executive Officer, for an initial term of one year (the “Initial Term”) commencing as of the date hereof (the “Effective Date”). At the conclusion of the Initial Term, and on each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend the term of this Agreement by giving written notice to the other party at least 60 days prior to any such date. Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated prior to the end of the then current Employment Term (as defined below) in accordance with Section 7 hereof, subject to Section 8 hereof. The period beginning on of time between the Effective Date and continuing through the third anniversary termination or expiration of the date term of this Agreement (shall be referred to herein as the "Initial “Employment Term") .” Except as otherwise agreed in writing by the Company and shall thereafter automatically renew for additional one year periods (eachthe Executive, a "Renewal Term"), unless sooner terminated in accordance with this Agreement shall terminate (without renewal or written notice is given by one party to the other at least thirty (30extension) days prior to upon the expiration of the Initial Term or any Renewal Employment Term. Employment thereafter, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effectiveif any, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as on an on an at-will basis. For the avoidance of the date of such waiver). Notwithstanding the second sentence of this Sectiondoubt, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that Agreement by the Company shall remain obligated to pay or providenot constitute a termination of the executive’s employment by the Company without Cause and a non-renewal of the Agreement by the Executive shall not constitute a termination of the Executive’s employment by Executive for Good Reason, as applicableand if Executive’s employment with the Company terminates at such time of non-renewal (other than for Cause), to the Executive all payments and benefits Executive would otherwise shall be entitled to receive during the 30-day notice periodAccrued Benefits (as defined in Section 8(a)), and such Accrued Benefits shall be the only amount that Executive is entitled to receive pursuant to this Agreement. For the avoidance of doubt, the termination or expiration of this Agreement shall not operate to terminate that certain Change in Control Agreement entered into between Executive and the Company as of November 7, 2013 (the “Severance Agreement”).
Appears in 1 contract
Employment Term. a. Unless earlier terminated as provided below, the term of the Executive's employment under this Agreement (a"Employment Term") The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and continuing through shall continue until the third anniversary date three years after the Effective Date ("Ending Date"). By agreement of the date of this Agreement (parties, the "Initial Term") Employment Term and shall Ending Date may be extended from year to year thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with Section 2(b) below. The Company and the Executive acknowledge that the Executive's employment is at will and can be terminated by either party at any time with or without Cause (as defined below). If the Executive's employment terminates for any reason, with or without Cause, the Executive shall not be entitled to any payments, benefits, damages, awards, or compensation other than as provided in this Agreement or written notice is given by one party to the other at least thirty (30) Agreement.
b. Executive agrees that not less than 180 days prior to the expiration of the Initial Term or any Renewal TermEnding Date, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and he will notify the Company shall have no liability under in writing regarding whether he is willing to continue in the Company's employ after the Ending Date on substantially the same terms as provided in this Agreement (including any appendices or exhibits "Continuation Notice"). The Company agrees to this Agreement), unless respond to the Continuation Notice within 30 days of receipt and inform Executive reports to commence service under regarding whether it will offer Executive continuing employment for the next year after the Ending Date on substantially the same terms as provided in this Agreement ("Continuation Response"). The Company shall pay to Executive continuation of his Base Compensation then in effect for a period of six months after the Ending Date if: (i) Executive provides a Continuation Notice; (ii) the Company elects not to offer Executive continued employment at the end of the Employment Term on at least substantially the Effective Date.
same terms as provided in this Agreement unless the reason(s) for such non-renewal constitutes Cause (bas defined below); and (iii) If Executive dies while remains employed by the Company, this Agreement and Executive's employment by Company through the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodEnding Date.
Appears in 1 contract
Samples: Employment Agreement (Competitive Technologies Inc)
Employment Term. (a) The Company "Employment Term" shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the first --------------- date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the "Effective Date Date") and continuing through shall expire on the third anniversary of the date Effective Date; provided, -------- however, that at the end of this Agreement each day of the Employment Term the Employment Term ------- shall automatically be extended for one (1) day unless either the "Initial Term") and Company or the Executive shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or have given written notice is given by one party to the other at least thirty (30) days prior to thereto that the expiration of the Initial Employment Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Datebe so extended.
(b) If Executive dies while employed by the Company, Notwithstanding anything contained in this Agreement and to the contrary, if the Executive's employment by is terminated prior to the Company shall automatically terminate on Effective Date and the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time reasonably demonstrates that such termination (i) due was at the request of a third party who has indicated an intention or taken steps reasonably calculated to the Disability effect a Change of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good ReasonControl, or (ii) without Good Reasonotherwise occurred in connection with or in anticipation of a Change of Control, then for any or no reason. Notwithstanding all purposes of this Agreement, the generality Effective Date shall mean the date immediately prior to the date of such termination of the preceding sentenceExecutive's employment.
(c) For purposes of this Agreement, in the event "Protected Period" shall be the three (3) year period commencing on the date hereof; provided, however, that Executive resigns from his employment pursuant to this Section 3.1(bat --------- ------- the end of each day the Protected Period shall be automatically extended for one (1) without Good Reason for any or no reason, Executive shall give day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the -------- ------- Company not to extend, the Protected Period shall not end if prior to the proposed effective date expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of such resignationControl, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case event the Protected Period shall end only after such resignation shall be effective as third party publicly announces that it has abandoned all efforts to effect a Change of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodControl.
Appears in 1 contract
Employment Term. (a) The During the Employment Term, the Company shall employ the Executive, and the Executive hereby accepts employment with shall serve the Company, upon as its highest ranking executive officer, which at the time of this Agreement is President and Chief Executive Officer, based on the terms and subject to the conditions set forth in this Agreement, for the period beginning herein.
(b) The Employment Term shall commence on the Effective Date and continuing through shall end on the date immediately preceding the third (3rd) anniversary of the Effective Date, provided that the Employment Term may terminate prior to such third (3rd) anniversary as provided in Section 6 hereof.
(c) Not later than six (6) months prior to the third (3rd) anniversary of the Effective Date, the Company shall commence negotiations with the Executive with respect to the terms of his employment with the Company. If this Agreement terminates without a new employment agreement having been executed by the Company and the Executive by the date of this Agreement (such termination, the "Initial Term") and Executive's employment with the Company shall thereafter automatically renew for additional one year periods (eachcontinue at will, a "Renewal Term")and, unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty Executive and the Company shall enter into a new employment agreement not later than sixty (3060) days prior following the date of such termination or shall otherwise agree, the Executive shall have the right to terminate such employment during the period from the sixty-first (61st) through the one hundred twentieth (120th) day following the expiration of the Initial Term or any Renewal Employment Term, as applicableupon which termination of employment he shall be entitled to receive, notwithstanding the expiration of the Employment Term, the severance compensation described under Subsection 7(a) hereof. The Initial Term and any Renewal Term are herein collectively referred to as Furthermore, if the "Term." This Agreement shall not become effective, Company and the Company shall Executive have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's not entered into a new employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of agreement as provided in the preceding sentence, in and if the event that Executive resigns from his Executive's employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to be terminated by the Company prior to other than for Cause during the proposed effective date of such resignation, and such resignation shall not be effective until one hundred twenty (120) day period following the expiration of the Employment Term, upon such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as termination of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causeemployment, the Company Executive shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during receive, notwithstanding the 30-day notice periodexpiration of the Employment Term, the severance compensation described in Subsection 7(a) hereof.
Appears in 1 contract
Employment Term. (a) The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and continuing through the third anniversary Initial Period of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(bAgreement shall begin February 12, 2001 (the "Commencement Date") for any reason other than Disability or Causeand shall end on February 11, the Company shall give Executive thirty 2004 (30) days written notice "Initial Period"), unless otherwise terminated by either Party prior to the proposed effective scheduled termination date as provided in Sections 9 and 10 of this Agreement; provided, however, that following a Change in Control, (as defined in Section 10(c)(ii) below), the Employment Term (as defined below) shall continue for no less than twenty-four (24) additional months.
(b) The Initial Period shall automatically be extended for successive one year periods ("Renewal Period"), if not already otherwise terminated as provided in this Agreement, unless either Party notifies the other no later than six (6) months prior to the scheduled termination of such Initial Period or Renewal Period, in which case Executive's employment shall terminate upon the scheduled termination date of the applicable Initial Period or Renewal Period.
(c) In the event that this Agreement is not renewed because Executive has given the six-month notice prescribed in Section 2(b) on or before the expiration of the Initial Period or any Renewal Period, such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal shall be treated as a Termination for Cause and Executive shall have the same entitlements as provided in Section 10(b)(iii) below.
(d) The entire term of the Term) or after Executive's delivery employment pursuant to this Agreement from the Commencement Date until the date of written notice expiration or termination of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that employment pursuant to this Agreement shall be referred to herein as the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period"Employment Term."
Appears in 1 contract
Employment Term. (a) The Company shall hereby agrees to employ Executive, Executive and Executive hereby accepts such employment in accordance with the Company, upon the terms and conditions set forth in this Agreementherein, for the period beginning commencing on the Effective Date date hereof (the “Employment Commencement Date”) and continuing through until the third fifth (5th) anniversary thereof unless Executive has resigned pursuant to the terms of the date of this Agreement Section 2.(b), below (the "“Initial Term") and shall thereafter ”). Thereafter the term of Executive’s employment hereunder will be automatically renew extended for additional periods of one (1) year periods (each, each a "“Subsequent Term”) unless either Executive or the Company has given written notice to the other that such automatic extension will not occur (a “Non-Renewal Term"Notice”), unless sooner terminated in accordance with this Agreement or written which notice is given by one party to the other at least thirty not less than ninety (3090) days prior to the expiration relevant anniversary of the Initial Term or any Renewal Term, as applicableCommencement Date. The Initial Term and any Renewal Term all Subsequent Terms are referred to herein collectively referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.”
(b) Notwithstanding any other provision, on or before the third (3rd) anniversary of the Employment Commencement Date, the Company, in the Company’s sole discretion, may offer to Executive a five (5) year extension on this Agreement (the “Extension”), which Executive may, in his good faith, reasonable discretion, accept or reject. If the Company does not offer timely to Executive dies while employed the Extension, or if Executive, exercising his good faith, reasonable discretion shall reject the Extension offered by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, resign and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (deemed to be with Good Reason as defined in which case such resignation shall be effective as of the date of such waiverSection 4.(c). Notwithstanding If the second sentence Executive rejects the Extension offered and does not resign, the terms of this SectionExecutive Employment Agreement, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causethe provision for the Extension, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice periodcontinue.
Appears in 1 contract
Samples: Executive Employment Agreement (Troika Media Group, Inc.)
Employment Term. (a) The Company shall hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon in accordance with and subject to the terms and conditions set forth in herein. The term of employment of Executive under this Agreement, for Agreement (the “Term”) shall be the period beginning commencing on the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (eachending on December 31, a "Renewal Term")2009, unless sooner terminated as may be extended in accordance with this Agreement or Section and subject to earlier termination in accordance with Section 5. The Term shall be extended automatically without further action by either party by one additional year (added to the end of the Term), and then on each succeeding annual anniversary thereafter (each such initial and succeeding year-long extension (if any), an “Extension Term”), unless either party shall have given written notice is given by one party to the other party at least thirty ninety (3090) days prior to the expiration of date upon which such extension would otherwise have become effective electing not to further extend the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the "Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreementa “Nonrenewal Notice”), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and in which case Executive's ’s employment by the Company shall automatically terminate on the date of expiration of the then current Term (whether it be the initial Term or the then current Extension Term), unless earlier terminated in accordance with Section 5. In the event that Executive's death. The Company may terminate Executive's ’s employment and all terminates because either party shall have given timely a Nonrenewal Notice to the other positions party, in accordance with the Company upon written notice to Executive at any time (i) due preceding sentence, then, notwithstanding anything to the Disability of contrary set forth herein, Executive shall upon such termination be entitled to receive the compensation and benefits set forth in Section 5(d) as if Executive, (ii) for ’s employment had been terminated by the Company without Cause, or (iii) without Cause, for any or no reason. by Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiverexpiration of the Term (including, as the case may be, the date of expiration of the Extension Term during which the Nonrenewal Notice is given). Notwithstanding Except to the second sentence extent (if any) that the context specifically requires otherwise, references to the Term hereafter in this Agreement shall include the initial Term and any Extension Term. It is intended that Executive’s previous term of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, with the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by be included when calculating Executive’s tenure at the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after for all purposes; it being understood that for all such purposes Executive's delivery of written notice of resignation, ’s tenure at the Company may relieve Executive of his dutiescommenced on August 1, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period1990.
Appears in 1 contract
Employment Term. is hereby amended to extend the Employment Term under the Agreement until May 4, 2009.
Section 2.1 (ad), Termination for Death or Disability, is hereby amended to comply with Code Section 409A by changing the definition of the term “disability” therein. Effective January 1, 2005, the Executive shall be deemed to have a “disability” if (i) he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) he is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
4. The Company shall employ ExecutiveAgreement, as hereby amended, is intended in all respects to comply with Code Section 409A and the final Treasury Regulations issued thereunder, and it shall be administered and interpreted so as to comply therewith, including being administered in good faith compliance with IRS Notice 2005-1 and the Proposed Treasury Regulations issued under Code Section 409A. The Agreement shall be deemed automatically amended, as necessary, to (i) comply with applicable statutory and regulatory changes which mandatorily apply to employment agreements with severance benefit provisions such as this Agreement, and (ii) prevent the Executive hereby accepts employment with from being subject to tax and/or interest under Code Section 409A(a)(1).
5. It is the intention of the parties that, upon the Executive’s retirement from the Company, upon his benefits under the terms Supplemental Executive Retirement Program (the “SERP”) shall commence as soon as possible thereafter, and conditions set forth he will be entitled to such retiree healthcare benefits as are then offered by the Company; provided, however, that the parties acknowledge that the Company or a successor organization may find it necessary to modify or terminate such retiree healthcare benefits for valid business reasons in this Agreementthe future.
6. Notwithstanding the foregoing, commencement of payments under the various provisions of the Agreement may be required to be delayed for a period of six (6) months after the Executive’s separation from service in order to comply with the key employee “Special Rules” of Code Section 409A(a)(2)(B)(i). If such delay is deemed necessary by legal counsel for the period beginning on Company to prevent the Effective Date and continuing through the third anniversary of the date of this Agreement (the "Initial Term") and shall thereafter automatically renew for additional one year periods (each, a "Renewal Term"Executive from being subject to tax and/or interest under Code Section 409A(a)(1), unless sooner terminated in accordance the Company agrees to provide the Executive with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to a lump sum payment after the expiration of the Initial Term or any Renewal Termsix-month waiting period equal to the payment amounts which would otherwise have been payable to the Executive during such period, as applicableprovided such lump sum payment is not impermissible under Code Section 409A.
7. The Initial Term and any Renewal Term are herein collectively referred to as Upon the "Term." This Agreement shall not become effectiveExecutive’s retirement, and the Company shall have no liability under this Agreement (including any appendices or exhibits agrees to this Agreement), unless continue to provide the Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice then-applicable Financial Planning benefit (currently $3,000) until the earliest to Executive at any time occur of: (i) due to the Disability Executive’s attainment of Executiveage seventy (70), (ii) for Causecessation of compensation payments to the Executive as an active employee or Director, or (iii) without Cause, for any or no reasonthe Executive’s death.
8. The Company further agrees to include the Executive may terminate his employment and in the Executive Incentive Plan (“EIP”) at the 50% target level beginning in 2006.
9. In all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Causerespects, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company Agreement shall remain obligated to pay or provide, as applicable, to Executive all payments in full force and benefits Executive would otherwise be entitled to receive during the 30-day notice periodeffect.
Appears in 1 contract
Employment Term. (a) From the Effective Date through November 1, 2022, the Prior Agreement, pursuant to which Executive is employed by the Company as its Chief Financial Officer, shall remain in effect (unless terminated prior thereto). As of November 1, 2022 (the “Appointment Date”), the Executive shall become Chief Executive Officer of the Company pursuant to the terms and conditions of this Agreement, and shall no longer serve as Chief Financial Officer of the Company. Effective as of the Appointment Date, this Agreement shall supersede and replace the Prior Agreement, except as specified herein. All provisions of this Agreement shall become effective as of the Appointment Date, and are conditioned on the Executive’s continued employment with the Company through such date. The Executive’s employment as Chief Executive Officer of the Company, commencing on the Appointment Date, shall be on an “at will” basis, and shall continue until terminated pursuant to Section 8 of this Agreement.
(b) On the Appointment Date, the Company shall hereby agrees to continue to employ Executive, and Executive hereby accepts employment agrees to continue to be employed with the Company, upon the terms and conditions set forth contained in this Agreement, for . Executive’s employment with the period beginning Company pursuant to this Agreement shall commence on the Effective Appointment Date and continuing through shall continue until the third anniversary of the date Appointment Date (the “Initial Term”) unless earlier terminated pursuant to Section 8; provided, that the term of this Agreement shall automatically be extended for one (1) additional year commencing on the "Initial Term") third anniversary of the Appointment Date and shall on each anniversary thereafter automatically renew for additional one year periods (each, a "“Renewal Term")”) unless, unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty not less than ninety (3090) days prior to the expiration commencement of any such Renewal Term, either party shall have given written notice to the other that it does not wish to extend this Agreement (a “Non-Renewal Notice”), in which case, Executive’s employment under this Agreement shall terminate upon the close of business on the last day of the Initial Term or any the then-current Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively period during which Executive is employed by the Company pursuant to this Agreement is hereinafter referred to as the "“Term." This Agreement shall not become effective, and the Company shall have no liability under this Agreement (including any appendices or exhibits to this Agreement), unless Executive reports to commence service under this Agreement on the Effective Date.
(b) If Executive dies while employed by the Company, this Agreement and Executive's employment by the Company shall automatically terminate on the date of Executive's death. The Company may terminate Executive's employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment and all other positions with the Company at any time (i) for Good Reason, or (ii) without Good Reason, for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment pursuant to this Section 3.1(b) without Good Reason for any or no reason, Executive shall give thirty (30) days written notice to the Company prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Company (in which case such resignation shall be effective as of the date of such waiver). Notwithstanding the second sentence of this Section, if the Company elects to terminate Executive's employment pursuant to this Section 3.1(b) for any reason other than Disability or Cause, the Company shall give Executive thirty (30) days written notice prior to the proposed effective date of such termination. At any time after delivery by the Company of written notice to Executive of termination without Cause (including a termination due to non-renewal of the Term) or after Executive's delivery of written notice of resignation, the Company may relieve Executive of his duties, responsibilities and authority and terminate Executive's active employment, provided that the Company shall remain obligated to pay or provide, as applicable, to Executive all payments and benefits Executive would otherwise be entitled to receive during the 30-day notice period.”
Appears in 1 contract
Samples: Employment Agreement (NCS Multistage Holdings, Inc.)
