Common use of Executive’s Obligations Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Release (Escalade Inc), Executive Severance Agreement (Escalade Inc)

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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, except as provided in clause (d) below, continue to comply with the Company’s Xxxxxxx Ixxxxxx 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 the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter; (e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and; (ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof; (g) between the Effective Date and the Employment End Date, perform Executive’s duties as Escalade’s President and Chief Executive Office in a professional manner and on a full time basis, which duties shall include Executive’s reasonable best efforts to facilitate a smooth transition of responsibilities to his successor; and (h) after the Employment End Date and through the later of the second anniversary thereof or March 9, 2022, Executive shall serve as a consultant to the Company, providing consulting services as shall be reasonably requested by the Company upon reasonable advance notice, it being understood and agreed that the amount of consulting services provided by Executive shall be no more than twenty percent (20%) of the average amount of services provided by Executive during the thirty six month period prior to the Employment End Date.

Appears in 1 contract

Samples: Retirement Agreement (Escalade Inc)

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 Effective 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, except as provided in clause (d) below, continue to comply with the Company’s Xxxxxxx Ixxxxxx 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 the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter; (e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and (ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.

Appears in 1 contract

Samples: Executive Severance Agreement (Escalade Inc)

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 her testimony or cooperation is requested by Company following the Employment End Date, provided that he she is reimbursed for any reasonable and necessary expenses incurred as a result of his her 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 her 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 documents relating to her ceasing to serve on the boards of directors and/or all other as an officer, employee and or trustee positions of the Company, (which includes its subsidiaries and affiliates), but in any event Executive shall be deemed to have resigned been terminated from 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 Ixxxxxx 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.

Appears in 1 contract

Samples: Severance Agreement (Escalade Inc)

Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 3 above, Executive will: (a) transfer his responsibilities as the Company's President and Chief Executive Officer before the Executive Transition Date in an appropriate manner and take such actions as are necessary to assure a smooth transition; (b) not represent or bind the Company or enter into any agreement on behalf of the Company at any time without the prior approval of another executive officer of the Company or the Company's Board of Directors; (c) 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 Executive Transition 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 '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; (bd) 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 Executive Transition Date and from all other positions as of the Retirement Date; (ce) through the Continuing Employment End DatePeriod, continue to comply with the Company’s Xxxxxxx Xxxxxxx 's Insider Trading Policy, Code of Ethics and all other Etxxxx xxx xxx xxher 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 (ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 46, 5 7 and 6 hereof8.

Appears in 1 contract

Samples: Retirement Agreement (Escalade Inc)

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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, except as provided in clause (d) below, 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 the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter; (e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and (ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.

Appears in 1 contract

Samples: Waiver, Release, Non Competition, Non Solicitation and Non Disclosure Agreement (Escalade Inc)

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 Effective 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, except as provided in clause (d) below, 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 the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter; (e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and (ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.

Appears in 1 contract

Samples: Executive Severance Agreement (Escalade Inc)

Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 3 above, Executive will: (a) transfer his responsibilities as Chairman and Chief Executive Officer before the Retirement Date in an appropriate manner and take such actions as are necessary to assure a smooth transition; (b) not represent or bind the Company or enter into any agreement on behalf of the Company at any time without the prior approval of another executive officer of the Company or the Company’s Board of Directors; (c) return to the Company on or before his Retirement Date his Company credit card(s), identification card, and office keys; (d) return to the Company on or before the Retirement Date, all other Company property and materials, including but not limited to all files, books, documents, records and memoranda, and repay all outstanding cash advances. Executive will also file a final expense report within a reasonable period of time after the Retirement Date, if he has any unreimbursed expenses; (e) not undertake to purchase, or to solicit the purchase, of additional shares of the Company’s common stock other than for exercises of his existing stock options and open market purchases made by Executive in the normal course of his personal investment portfolio consistent with his past practices; (f) 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 Retirement 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; (bg) sign all necessary resignations from the boards Boards of directors Directors and/or all other officer, employee and trustee officer positions of the Company, Company and its subsidiaries and affiliates but in any event Executive he shall be deemed to have resigned any such executive officer, director and trustee positions position as of the Employment End DateRetirement Date in any event; (ch) through for as long as Executive is receiving severance payments hereunder or serves on the Employment End DateBoard of Directors, continue to comply with the Company’s Xxxxxxx Ixxxxxx Xxxxxxx Policy, Code of Ethics and all other Company policies and procedures applicable to employees Directors 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 (ei) comply with all covenants contained in of the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereofSurviving Covenants.

Appears in 1 contract

Samples: Separation Agreement (Regent Communications Inc)

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