Executive’s Obligations. The amounts described in Sections 3.00 and 5.00 of this Agreement are provided by the Company in exchange for (and have a value to the Company equivalent to) the Executive’s performance of the obligations described in this Agreement, including performance of the duties and the covenants made and entered into by and between the Executive and the Company in this Agreement.
Executive’s Obligations. In return for the Company’s Obligations in section 1 above, Executive knowingly and voluntarily agrees to the following:
(a) Executive hereby fully, finally and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all legal and equitable claims against the Company that Executive has through the date on which Executive signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal and equitable claim(s) of any kind or nature whatsoever including, without limitation, the following:
(i) All claims that Executive has now, whether Executive now knows about or suspects such claims;
(ii) All claims for attorneys fees;
(iii) All rights and claims of age discrimination and retaliation under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”); and discrimination and retaliation claims of any kind or nature whatsoever under federal, state, or local law, including, for example, claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act (“ADA”), and the Minnesota Human Rights Act (“MHRA”);
(iv) All claims arising out of Executive’s employment and Executive’s separation from employment with the Company including, for example, any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud, promissory estoppel, and infliction of emotional distress;
(v) All claims for any other compensation, including vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, grants of stock, and stock options;
(vi) All claims under the Employee Retirement Security Act of 1974, as amended (“ERISA”); and
(vii) All claims for any other alleged unlawful employment practices arising out of or relating to Executive’s employment or separation from employment with the Company.
(b) Executive will not commence any civil actions against the Company except as necessary to enforce its obligations under this Agreement. The Severance that Executive is receiving in this Agreement has a value that is greater than anything to which Executive is entitled. Other than what Executive is receiving in this Agreement, the Company owes Executive nothing else in return for Executive’s Obligations.
Executive’s Obligations. Executive hereby acknowledges and agrees that all Personal Property (as defined below) and equipment furnished to, or prepared by, Executive in the course of, or incident to, Executive’s employment, belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment (and will not be kept in Executive’s possession or delivered to anyone else). For purposes of this Agreement, “Personal Property” includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), keys, building card keys, company credit cards, telephone calling cards, computer hardware and software, laptop computers, docking stations, cellular and portable telephone equipment, personal digital assistant (PDA) devices and all other proprietary information relating to the business of the Company or its subsidiaries or affiliates. Following termination, Executive shall not retain any written or other tangible material containing any proprietary information of the Company or its subsidiaries or affiliates. In addition, Executive shall continue to be subject to the Confidential Information Agreement (as defined below). The representations and warranties contained herein and Executive’s obligations under this Section 4(a) and the Assignment of Inventions and shall survive the termination of Executive’s employment and the termination of this Agreement.
Executive’s Obligations. Executive shall comply with all of the Company’s policies and procedures governing employment. During the Employment Period, the Executive shall devote his full business efforts and time to the Company. The foregoing, however, shall not preclude the Executive from engaging in such activities and services as do not interfere or conflict with his responsibilities to the Company.
Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall:
(1) At the Company’s request, assist the Company in evaluating that proposal; and
(2) Not resign the Executive’s position with the Company until the transaction contemplated by that proposal is either consummated or abandoned.
(b) If, within 24 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate employment, the Executive shall nevertheless agree to that continued employment, provided that:
(1) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive;
(2) The continued employment will be at an executive-level position that is reasonably comparable to the Executive’s then current position;
(3) The continued employment shall be at either:
(A) The Executive’s then current place of employment; or
(B) Such other location as agreed by the Company and the Executive; and
(4) As compensation for this continued employment, the Executive shall receive:
(A) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and
(B) Either:
(i) Continuation of the Executive’s employee benefits, fringe benefits and perquisites at their then current level; or
(ii) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued.
Executive’s Obligations. During the period of his service under this Agreement, the Executive shall devote substantially all of his time and energies during business hours to the supervision and conduct, faithfully and to the best of his ability, of the business and affairs of the Company and to the furtherance of its interests, and to such other duties as directed by the Board.
Executive’s Obligations. During the Executive’s employment (other than any periods of paid time off, sick leave or disability to which Executive is entitled), Executive agrees to devote Executive’s full attention and time to the business and affairs of the Company (or, in the case of a Disaggregation, the Disaggregated Entity) and to use Executive’s best efforts to perform such duties. Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities are consistent with the Plans of the Employer (or in the case of a Disaggregation, the Disaggregated Entity) in effect from time to time, and do not significantly interfere with the performance of Executive’s duties under this Agreement.
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, continue to comply with the Company’s Xxxxxxx Xxxxxxx Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(e) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Executive’s Obligations. In order to receive the payments and benefits described in Section 3 of this Agreement after a Qualifying Termination, the Executive agrees to the following:
Executive’s Obligations. The Executive must:
(a) undertake the Duties;
(b) exercise the powers, authorities and discretions appropriate to the roles and responsibilities that the Company or the Board may from time to time delegate, including working in any additional capacities or working within another organisation in the Group;
(c) conform to, observe and comply with the directions, restrictions and regulations of the Company made, given or authorised by the Board from time to time;
(d) faithfully serve the Company and use their best endeavours to promote the interests and reputation of the Company and the Group;
(e) work the hours necessary for the proper performance of the Duties;
(f) comply with the Company’s policies and procedures, including policies relating to occupational health and safety, email/internet use, diversity and equal opportunity, sexual harassment and anti-discrimination, as communicated by the Company from time to time. Notwithstanding, the Company’s policies and procedures do not form part of this agreement;
(g) comply with those policies and procedures of third parties that the Company is bound to comply with as communicated by the Company from time to time;
(h) not, without prior written consent of the Company, which will not be unreasonably withheld, accept any appointment as a director or other officer of any company, committee or not-for-profit organisation; and
(i) comply with all legal obligations to the Company that arise under the Corporations Act, common law and any other relevant legislation, ministerial directions and standards issued by government or other relevant authority that applies to the Company.
