Executive's Termination of Employment. Executive's employment with Xxxxxxxx Creek was terminated effective , 20 .
Executive's Termination of Employment. Executive’s employment may be terminated at any time by Executive for Good Reason or no reason. For purposes of this Agreement, “
Executive's Termination of Employment. Except for the Executive’s Termination of Service for Good Reason, all obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Employer, at the time of the Executive’s Voluntary Termination of Service. Termination For Good Reason as used herein shall mean (i) without the Executive’s express written consent, a material diminution in authority, duties or responsibilities; (ii) any reduction by the Employer in the Executive’s Base Salary; (iii) any failure of the Employer to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 10 hereof; (iv) the Employer materially breaches this Agreement; or (v) the Employer requiring the Executive to be permanently assigned to a location other than the current or future headquarters of the Employer, except for required travel on the Employer’s business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Employer to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence. Good Reason shall be deemed to occur only when Executive provides notice to the Employer of his judgment that a Good Reason event has occurred within 90 days of such occurrence, and the Employer will have at least 30 days during which it may remedy the condition.
Executive's Termination of Employment. 1.1 By virtue of ASC waiving the required two week notice period for resignation of employment, Executive hereby acknowledges that her employment with ASC shall be deemed terminated effective as of March 15, 2001 and she is providing a resignation letter simultaneously with the execution of this Agreement (the Termination Date).
Executive's Termination of Employment. Notwithstanding anything to the contrary in the Agreement, if the Company terminates Executive’s employment or if Executive terminates his employment voluntarily for any or no reason at any time during the Employment Term (in either case other than in a Change in Control Termination) such termination shall be deemed a resignation for Good Reason and the Company shall provide to Executive, within thirty (30) days after the Effective Date of the Release attached hereto as Exhibit B (as “Effective Date” is defined in the Release) or such later date as may be required under Section 4.4, as the only severance compensation and benefits all of the following:
(a) A lump sum severance payment, subject to standard withholdings or deductions, in an amount equal to the sum of: (i) twenty-four (24) months of Executive’s then base salary; (ii) two times Executive’s target bonus to be earned for the year in which termination occurs or two times the bonus amount paid to the Executive in the prior year, which is greater; and (iii) Executive’s prorated bonus (based on Executive’s target bonus amount) for the year in which the termination occurs.
(b) Continued group health insurance benefits at the same rate generally charged to Company employees for Executive and his current spouse (as of the Effective Date) (“Spouse”) for the rest of their lives (“Coverage Period”); provided, however, that once Executive or his Spouse becomes Medicare eligible, the Company shall coordinate that individual’s medical insurance benefits with Medicare, and such benefits shall be secondary to Medicare. During the Coverage Period, the Company, at its election, shall either (i) arrange commercial medical coverage for Executive and his Spouse (which is (x) comparable to the medical benefits provided to Executive and his Spouse immediately prior to commencement of such commercial medical care coverage, (y) subject to change if such coverage is no longer available, and (z) mutually agreeable to the Company and Executive), or (ii) provide Executive and his Spouse continued coverage under the Company’s medical insurance plan. Executive shall be responsible for any personal income taxes payable in connection with the receipt of the benefits described in this paragraph 4.1(b).
(c) Outplacement services for one year with a nationally recognized service selected by the Company.
Executive's Termination of Employment. The Executive’s employment with the Company, and all of the Executive’s positions with the Company and its affiliates, including all officer positions and positions as a member of the board of directors of the Company (or any of its affiliates or subsidiaries) on which the Executive was serving immediately prior to the Separation Date, shall terminate effective as of the Separation Date. The Executive shall execute all documents and take such further steps as may be required to effectuate his resignation and termination as contemplated under this Section 2. The Executive agrees to cooperate fully and provide assistance, at the reasonable request of the Company, in the orderly transitioning of the Executive’s duties and responsibilities to the New CEO and such other persons as the Company shall designate, and the Executive agrees to thoroughly and diligently perform those duties and actions which are necessary or appropriate to facilitate such orderly transition. The Executive shall not perform any work and shall not make any representations or execute any documents or take any other actions on behalf of the Company following the Separation Date.
Executive's Termination of Employment. The following shall apply in the event of Executive’s voluntary resignation without Good Reason (as defined in the Existing and/or New Employment Contract, as applicable) or his retirement: (i)
Executive's Termination of Employment. Executive will end his employment with the Company as of the Termination Date, and the Company shall process his voluntary termination accordingly. Executive agrees to execute any documentation deemed reasonably necessary by the Company to confirm Executive’s resignation from employment with the Company and as an officer of the Company and its subsidiaries.
Executive's Termination of Employment. The Company will separately account for the portion of the SERP Benefit earned and vested before 2005 ($1,875,000) together with hypothetical investment earnings or losses thereon (the "Pre-409A SERP Benefit"). Executive may elect to receive the Pre-409A SERP Benefit in the form of one (1) lump-sum payment or equal annual installments over a period not exceeding fifteen (15) years. Such election by Executive pertaining to the Pre-409A SERP Benefit shall be made (or may be changed) at any time, and from time to time, on or before the last day of the calendar year immediately preceding the calendar year in which the SERP Benefit could otherwise become payable. If no election is made, a lump-sum payment of the Pre-409A SERP Benefit will be made. The Company will also separately account for the balance of the SERP Benefit that became earned and vested after December 31, 2004, together with hypothetical investment earnings or losses (the "409A SERP Benefit"). Executive may elect (or may change a prior election) to receive the 409A SERP Benefit in the form of one (1) lump-sum payment or equal annual installments over a period not exceeding fifteen (15) years. Such election (including a change in any election previously made) by Executive pertaining to the 409A SERP Benefit shall be made by December 31, 2006 (or such later date as allowed under Code Section 409A and guidance thereto). If no election is made, or if the 409A SERP Benefit first becomes payable in 2006, a lump-sum payment of the 409A SERP Benefit will be made. Finally, if at Executive's "separation of service" for reasons other than death, Executive is a "specified employee" (as such phrases are defined under Code Section 409A), payment of the 409A SERP Benefit will commence on the date that is six (6) months following the date of separation of service (or such later date as required under Section 6)." In all other cases, the 409A SERP Benefit will commence thirty (30) days following a separation of service (or as soon as practicable thereafter).
2. Amendment to Section 5 to Comply With Code Section 409A. A new Section 5(k) is added to the Employment Agreement as follows:
Executive's Termination of Employment. If Executive terminates this Employment Agreement at any time, Executive shall forfeit his right to severance pay under this Paragraph 5.
