Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six (6) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months. 3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above: 3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services rendered to Company hereunder through the end of such term or extended term. 3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six (6) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement. 3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8. 3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments. 3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company. 3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above: 3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company. 3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, and 3. 2.5 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2. 3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable. 3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of Company in good faith determines that the continued employment of Employee would be materially detrimental to Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
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Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six three (63) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:: EMPLOYMENT AGREEMENT--CHRIXXXXXXX X. XXXXXXX
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six three (63) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, 3.2.1 and 3.
2.5 2.3 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of Company in good faith determines that the continued employment of Employee would be materially detrimental to Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX CHRIXXXXXXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.XXXXXXX
Appears in 1 contract
Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2initial term, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six (6) months before the end of this Agreement. If Except as otherwise provided in paragraph 21.1, if no such six-month notice is given by either partyparty on or before June 2, 1997, the term, or extended term, of this Agreement initial term shall be deemed to have been extended for an additional three one and one-half (31 1/2) months.years through June 1, 1999 (the "first extended term"), and thereafter if no such six-month notice is given by either party before the end of the first extended term, or at the end of any subsequent extended
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six (6) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, and 3.
2.5 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of Company in good faith determines that the continued employment of Employee would be materially detrimental to Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
Appears in 1 contract
Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six (6) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three six (36) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services EMPLOYMENT AGREEMENT--L. V. XxXXXXX rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six nine (69) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, 3.2.1 and 3.
2.5 2.3 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty EMPLOYMENT AGREEMENT--L. V. XxXXXXX of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of the Company in good faith determines that the continued employment of the Employee would be materially detrimental to the Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after the Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
Appears in 1 contract
Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six three (63) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee (a) his salary through the end of such term or extended term, (b) any Annual Bonus (as defined in Section 19.1) that is payable to Employee with respect to any year prior to the year in which notice of such termination is given (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), (c) on or before the last day of his employment hereunder, and in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which notice of such termination is given, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which notice of such termination is given, multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the notice of such termination is given through and including the end of such term or extended term, and the denominator of which is 365, and (d) any other benefits provided elsewhere in this Agreement for Employee's ’s services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six the sum of (6a) three (3) months' ’ salary at Employee's ’s monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement, plus (b) twenty-five percent (25%) of the amount described in clause (a) of this sentence.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, 3.2.1 and 3.
2.5 3.2.3 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicableapplicable (it being understood that in applying the provisions of paragraph 3.3, any provision of paragraph 3.2.1 that refers to “notice of such termination is given” shall be deemed to refer to the giving of such consent by Company).
3.5 Company may terminate this Agreement for "“Cause" ” (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "“Cause" ” means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of the Company in good faith determines that the continued employment of the Employee would be materially detrimental to the Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after the Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 1715, except as otherwise provided in paragraph 1715. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
3.6 In the event Company terminates this Agreement or discharges Employee other than as provided in paragraphs 3.1, 3.4 or 3.5 above, Employee shall be entitled to receive on the date of such termination or discharge:
3.6.1 A lump sum cash payment equal to the sum of (a) Employee’s salary, at Employee’s monthly rate for the month immediately preceding the month in which such termination or discharge occurs, for the unexpired portion of the term or extended term hereof, plus (b) any Annual Bonus that is payable to Employee with respect to any year prior to the year in which the date of such termination or discharge occurs (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), plus (c) in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which the date of such termination or discharge occurs, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which the date of such termination or discharge occurs, multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the date of such termination or discharge occurs through and including the end of the unexpired portion of the term or extended term hereof, and the denominator of which is 365.
3.6.2 The payments and other benefits provided for in paragraphs 3.2.2 and 3.2.3 hereof.
3.7 In the event Employee terminates this Agreement for “Good Reason” (as defined in paragraph 3.9), and prior to such termination Employee has not terminated this Agreement under paragraph 3.1 hereof, Employee shall be entitled to receive from Company on the date of such termination:
3.7.1 A lump sum cash payment equal to the sum of (a) Employee’s salary, at Employee’s monthly rate in effect at the effective time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), for the unexpired portion of the term or extended term hereof plus, (b) any Annual Bonus that is payable to Employee with respect to any year prior to the year in which the date of such termination occurs (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), plus (c) in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which the date of such termination occurs, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which the date of such termination occurs (but prior to given effect to any reduction therein which precipitated such termination), multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the date of such termination occurs through and including the end of the unexpired portion of the term or extended term hereof, and the denominator of which is 365.
3.7.2 A lump sum cash payment equal to the sum of (a) three (3) months’ salary, at Employee’s rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), plus (b) twenty-five percent (25%) of the amount described in clause (a) of this sentence.
3.7.3 The payments and other benefits provided for in paragraph 3.2.3.
3.8 Any termination of this Agreement by Employee for Good Reason shall be effective thirty (30) days after written notice of termination for Good Reason is given by Employee to Company
3.9 As used in this Agreement, the term “Good Reason” means any one or more of the following events has occurred:
Appears in 1 contract
Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2initial term, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six (6) months before the end of this Agreement. If Except as otherwise provided in paragraph 21.1, if no such six-month notice is given by either partyparty on or before June 2, 1997, the term, or extended term, of this Agreement initial term shall be deemed to have been extended for an additional three one and one-half (31 1/2) years through June 1, 1999 (the "first extended term"), and thereafter if no such six-month notice is given by either party before the end of the first extended term, or at the end of any subsequent extended EMPLOYMENT AGREEMENT -- FRANX X. XXXX -1- 2 term, the first extended term and any such subsequent extended term of this Agreement, as the case may be, shall be deemed to have been extended for an additional six (6) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six (6) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, and 3.
2.5 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of Company in good faith determines that the continued employment of Employee would be materially detrimental to Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
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Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six (6) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six (6) months' salary at Employee's monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, and 3.
2.5 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "Cause" (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "Cause" means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of Company in good faith determines that the continued employment of Employee would be materially detrimental to Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 17, except as otherwise provided in paragraph 17. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.the
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Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six three (63) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee (a) his salary through the end of such term or extended term, (b) any Annual Bonus (as defined in Section 19) that is payable to Employee with respect to any year prior to the year in which notice of such termination is given (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), (c) on or before the last day of his employment hereunder, and in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which notice of such termination is given, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which notice of such termination is given, multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the notice of such termination is given through and including the end of such term or extended term, and the denominator of which is 365, and (d) any other benefits provided elsewhere in this Agreement for Employee's ’s services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six the sum of (6a) three (3) months' ’ salary at Employee's ’s monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement, plus (b) twenty-five percent (25%) of the amount described in clause (a) of this sentence.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, 3.2.1 and 3.
2.5 3.2.3 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicableapplicable (it being understood that in applying the provisions of paragraph 3.3, any provision of paragraph 3.2.1 that refers to “notice of such termination is given” shall be deemed to refer to the giving of such consent by Company).
3.5 Company may terminate this Agreement for "“Cause" ” (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "“Cause" ” means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of the Company in good faith determines that the continued employment of the Employee would be materially detrimental to the Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after the Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 1715, except as otherwise provided in paragraph 1715. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
3.6 In the event Company terminates this Agreement or discharges Employee other than as provided in paragraphs 3.1, 3.4 or 3.5 above, Employee shall be entitled to receive on the date of such termination or discharge:
3.6.1 A lump sum cash payment equal to the sum of (a) Employee’s salary, at Employee’s monthly rate for the month immediately preceding the month in which such termination or discharge occurs, for the unexpired portion of the term or extended term hereof, plus (b) any Annual Bonus that is payable to Employee with respect to any year prior to the year in which the date of such termination or discharge occurs (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), plus (c) in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which the date of such termination or discharge occurs, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which the date of such termination or discharge occurs, multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the date of such termination or discharge occurs through and including the end of the unexpired portion of the term or extended term hereof, and the denominator of which is 365.
3.6.2 The payments and other benefits provided for in paragraphs 3.2.2 and 3.2.3 hereof.
3.7 In the event Employee terminates this Agreement for “Good Reason” (as defined in paragraph 3.9), and prior to such termination Employee has not terminated this Agreement under paragraph 3.1 hereof, Employee shall be entitled to receive from Company on the date of such termination:
3.7.1 A lump sum cash payment equal to the sum of (a) Employee’s salary, at Employee’s monthly rate in effect at the effective time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), for the unexpired portion of the term or extended term hereof plus, (b) any Annual Bonus that is payable to Employee with respect to any year prior to the year in which the date of such termination occurs (it being understood that in determining whether any such Annual Bonus is payable, Employee shall be deemed to have satisfied any requirement relating to Employee being employed by Company on any date after such prior year), plus (c) in lieu of any Annual Bonus with respect to any period or portion thereof after the year that is prior to the year in which the date of such termination occurs, an amount equal to the product of (i) twenty-five percent (25%), multiplied by (ii) Employee’s monthly salary rate for the month immediately preceding the month in which the date of such termination occurs (but prior to given effect to any reduction therein which precipitated such termination), multiplied by (iii) twelve (12), multiplied by (iv) a fraction, the numerator of which is the number of days elapsed in the period from and including January 1 of the year in which the date of such termination occurs through and including the end of the unexpired portion of the term or extended term hereof, and the denominator of which is 365.
3.7.2 A lump sum cash payment equal to the sum of (a) three (3) months’ salary, at Employee’s rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), plus (b) twenty-five percent (25%) of the amount described in clause (a) of this sentence.
3.7.3 The payments and other benefits provided for in paragraph 3.2.3.
3.8 Any termination of this Agreement by Employee for Good Reason shall be effective thirty (30) days after written notice of termination for Good Reason is given by Employee to Company
3.9 As used in this Agreement, the term “Good Reason” means any one or more of the following events has occurred:
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Extension and Termination. 3.1 If either Employee or Company elects to terminate this Agreement at the end of the term stated in paragraph 2, or at the end of any extended term hereof as hereinafter provided, notice of the election to terminate shall be given to the other party no later than six three (63) months before the end of this Agreement. If no notice is given by either party, the term, or extended term, of this Agreement shall be deemed to have been extended for an additional three (3) months.
3.2 In the event Company elects to terminate this Agreement as provided in paragraph 3.1 above:
3.2.1 Company shall pay to Employee his salary and other benefits provided elsewhere in this Agreement for Employee's ’s services rendered to Company hereunder through the end of such term or extended term.
3.2.2 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment equal to six three (63) months' ’ salary at Employee's ’s monthly rate for the month immediately preceding the month in which Company elects to terminate this Agreement.
3.2.3 Company shall pay to Employee, on or before the last day of his employment hereunder, a lump sum cash payment for all (a) vacation time carried forward from a previous year in accordance with paragraph 8, and (b) all earned and unused vacation time for the then current year. Earned vacation time shall, for the purpose of this paragraph, be calculated by dividing the number of days in the calendar year which have transpired by 365, and then multiplying the result by the number of vacation days to which Employee is entitled for that year pursuant to paragraph 8.
3.2.4 If Employee has a leased automobile, the lease payments on which are guaranteed by Company, Employee shall have the option, to be exercised on or before the last day of his employment hereunder, of assuming the remaining lease payments and retaining the automobile, or assigning the lease agreement to Company in return for Company's agreement to assume the remaining lease payments.
3.2.5 Interests vested in Employee under paragraph 9 of this Agreement shall be assigned in due course in compliance with paragraph 9.4. Company and Employee agree that the promises, covenants and AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -2- 3 undertakings of paragraph 9 shall survive the termination of employment of Employee and shall be binding on all assigns of Company.
3.3 In the event Employee elects to terminate this Agreement as provided in paragraph 3.1 above:
3.3.1 Employee agrees to serve to the end of the term, or extended term hereof, unless waived by Company.
3.3.2 The provisions of paragraphs 3.2.1, 3.2.3, 3.2.4, 3.2.1 and 3.
2.5 3.2.3 shall be applicable, but Employee shall not be entitled to the payment provided for in paragraph 3.2.2.
3.4 Company may at its option consent to a request by Employee to terminate this Agreement at a time other than that stated in paragraph 2, as extended, in which case the date requested by Employee and agreed to by Company will be the end of the term of this Agreement and the provisions of paragraph 3.3 shall be applicable.
3.5 Company may terminate this Agreement for "“Cause" ” (as hereinafter defined in this paragraph 3.5) upon written notice of such termination to Employee by Company. Any termination of this Agreement by Company for Cause shall be effective thirty (30) days after written notice of termination for Cause is given by Company to Employee. If Company terminates this Agreement for Cause, Company shall have no liability or obligation to Employee thereafter under this Agreement except (i) for the payment of his salary and other benefits through the month of discharge, prorated in the case of salary for the month of discharge on a daily basis to the date of termination, and (ii) that the provisions of paragraph 3.2.5 shall be applicable. As used in this Agreement, the term "“Cause" ” means (a) Employee is found guilty of, admits in writing facts amounting to, or is held civilly liable for fraud, embezzlement or dishonesty, (b) Employee is convicted of a felony involving a crime of moral turpitude or any other felony if the Board of Directors of the Company in good faith determines that the continued employment of the Employee would be materially detrimental to the Company (in any case which felony through lapse of time or otherwise is not subject to appeal), (c) Employee knowingly discloses trade secrets or confidential Company matters to unauthorized persons, (d) Employee willfully breaches or habitually neglects any duties he is required to perform under the terms of this Agreement and any such breach or neglect is not cured within thirty (30) days after Company has provided Employee with written notice of such breach or neglect, (e) Employee materially breaches any of the other material terms of this Agreement and any such breach is not cured within thirty (30) days after the Company has provided Employee with written notice of such breach, and (f) the occurrence of an AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOMXX X. XXXXX -3- 4 action or finding described in paragraph 1715, except as otherwise provided in paragraph 1715. The waiver by Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee.
3.6 In the event Company terminates this Agreement or discharges Employee other than as provided in paragraphs 3.1, 3.4 or 3.5 above, Employee shall be entitled to receive on the date of such termination or discharge:
3.6.1 A lump sum cash payment equal to Employee’s salary, at Employee’s monthly rate for the month immediately preceding the month in which such termination or discharge occurs, for the unexpired portion of the term or extended term hereof then in effect.
3.6.2 The payments and other benefits provided for in paragraphs 3.2.2 and 3.2.3 hereof.
3.7 In the event Employee terminates this Agreement for “Good Reason” (as defined in paragraph 3.9), and prior to such termination Employee has not terminated this Agreement under paragraph 3.1 hereof, Employee shall be entitled to receive from Company on the date of such termination:
3.7.1 A lump sum cash payment equal to Employee’s salary, at Employee’s monthly rate in effect at the effective time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), for the unexpired portion of the term or extended term hereof then in effect.
3.7.2 A lump sum cash payment equal to three (3) months’ salary, at Employee’s rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination).
3.7.3 The payments and other benefits provided for in paragraph 3.2.3.
3.8 Any termination of this Agreement by Employee for Good Reason shall be effective thirty (30) days after written notice of termination for Good Reason is given by Employee to Company
3.9 As used in this Agreement, the term “Good Reason” means any one or more of the following events has occurred:
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