Common use of Extension Period Clause in Contracts

Extension Period. In the event the Executive elects to terminate his employment voluntarily under this Section 5, and has delivered a Notice of Termination to such effect in accordance with paragraph (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company and the Bank under this Agreement for a total of ninety (90) days beyond the date on which the Company makes such election (the “Extension Period”). In such event, the last day of the Extension Period shall be the Termination Date of Executive’s employment hereunder. Following receipt by Executive of the written notice of any such extension, Executive, in addition to performing his usual duties for the Company and/or the Bank hereunder, shall also assist the Company and the Bank for the duration of the Extension Period in achieving a successful transition of Executive’s duties from Executive to the person or persons chosen to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period, the Bank shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of the Extension Period in which Employee’s employment continues, the Bank shall pay to Executive his Base Salary and such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue in the employment of the Company and the Bank for the full duration of any Extension Period elected by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of Executive’s discontinuation of employment.

Appears in 4 contracts

Samples: Employment Agreement (Esquire Financial Holdings, Inc.), Employment Agreement (Esquire Financial Holdings, Inc.), Employment Agreement (Esquire Financial Holdings, Inc.)

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Extension Period. In the event the Executive elects to terminate his employment voluntarily (1) Provided no Event of Default is in existence under this Section 5Lease at the time of the exercise of the Extension Option or thereafter (through and including the commencement date of the Extension Period), and has delivered a Notice of Termination to such effect in accordance with paragraph provided that this Lease shall not theretofore have been terminated, Tenant shall have one (a), above, 1) non-recurring option (the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15“Extension Option”) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company and Expiration Date of the Bank under this Agreement Lease Term for a total period of ninety five (905) days beyond the date on which the Company makes such election consecutive years (the “Extension Period”). In such eventThe Extension Period shall commence on the day following the Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto] and end on the fifth (5th) anniversary of the scheduled Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto]. The Extension Period shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Period shall be adjusted on the first (1st) day of the Extension Period to equal one hundred percent (100%) of the then-prevailing fair market rental rate for the premises (the “New Rental Rate”), and shall thereafter be subject to adjustment in accordance with the provisions of Section 3(B) hereof and (B) Tenant shall have no option to extend the Expiration Date of the Lease Term beyond the last day of the Extension Period Period. (2) Tenant may exercise the Extension Option only by delivering binding written notice (the “Extension Option Notice”) to Landlord of Tenant’s election to exercise the Extension Option not later than twelve (12) months prior to the commencement of the Extension Period; provided that (i) Tenant’s Extension Option Notice shall be ineffective unless the Termination Date same designates Tenant’s broker for purposes of Executive’s employment hereunder. Following receipt by Executive of arbitration if the written notice of parties are unable to agree on the New Rental Rate, and (ii) if Tenant delivers its Extension Option Notice to Landlord more than twelve (12) months in advance, Tenant may elect to rescind its Extension Option Notice at any such extension, Executive, in addition time which is at least three hundred fifteen (315) days prior to performing his usual duties for the Company and/or the Bank hereunder, shall also assist the Company and the Bank for the duration commencement of the Extension Period (and in achieving a successful transition of Executive’s duties from Executive all events prior to the person execution of a binding agreement to extend this Lease for the Extension Period), on the condition that Tenant reimburses Landlord upon demand for any out-of-pocket costs incurred by or persons chosen on behalf of Landlord in connection with the determination of the New Rental Rate and/or preparation of a lease amendment extending this Lease for the Extension Period. Landlord and Tenant agree to succeed Executivenegotiate in good faith for a period of thirty (30) days to attempt to reach agreement on the New Rental Rate applicable to the Extension Period, promptly following delivery of Tenant’s Extension Option Notice. If the parties fail to agree on such New Rental Rate within said thirty (30) day period, the determination of fair market rental rate for the Premises shall be arbitrated by brokers as set forth below (each party hereby agreeing to submit the determination of the fair market rental rate for the Premises to arbitration in the manner provided herein, if the parties are unable to agree on the New Rental Rate within said thirty (30) day period). Landlord shall designate the broker appointed by it within ten (10) business days after the expiration of the aforesaid thirty (30) day period, and each party shall by written notice (a copy of which shall be provided to the other party hereto) instruct their respective brokers to commence such arbitration within ten (10) business days after the expiration of the aforesaid thirty (30) day period. (3) In the event the Tenant designates a broker and the Landlord fails to so designate a broker within the aforesaid ten (10) business day period, the broker appointed by the Tenant shall proceed to make his valuation, in ways which case the fair market rental rate of the Premises shall be as determined by such broker (such determination to be binding on Landlord and Tenant). In the event each party designates a broker as aforesaid, each broker shall proceed to make an independent determination of the then-prevailing fair market rental rate of the Premises within thirty (30) days after appointment of Landlord’s broker. (4) Each broker shall render a separate written report, within thirty (30) days after appointment of Landlord’s broker, of such broker’s estimate of the then-prevailing fair market rental rate for the Premises as of the commencement of the Extension Period. If the values contained in the written reports differ by five percent (5%) or less of the greater of such values, the New Rental Rate shall be one hundred percent (100%) of the arithmetic average of such values (such determination to be binding on Landlord and Tenant). If the values contained in the written reports differ to a greater extent than set forth above, the brokers shall, within five (5) days, promptly jointly appoint a third broker. If the two brokers so appointed shall fail to agree upon the selection of a third broker within ten (10) days after the expiration of such 30-day period, then either party, upon written notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto). The parties hereto reasonably conclude shall cooperate to expedite such appointment. Within twenty (20) days of his appointment, the third broker shall render a written report of his opinion of the value of the then-prevailing fair market rental rate for the Premises as of the commencement of the Extension Period. One hundred percent (100%) of the arithmetic average of the values in the three (3) evaluation reports shall then be the New Rental Rate for the Extension Period (which determination shall be binding on Landlord and Tenant); provided, however, that if the lowest or highest of the three (3) evaluations, or both, varies by more than ten (10%) from the middle evaluation, such evaluation or evaluations so varying shall be disregarded in computing said average. (5) In the event the New Rental Rate has not been determined on or before the commencement of the Extension Period, the Rent payable by Tenant until such determination shall be deemed equal to the Rent payable by Tenant pursuant to Section 3(A) immediately prior to the commencement of the Extension Period (as the same may be both practical and efficacious. In return for Executive’s continued serviceadjusted hereunder); provided, as well as his performance however, within fifteen (15) days of such additional dutiesdetermination, Tenant shall pay Landlord the excess of (i) the monthly installments of monthly Rent as calculated for the first (1st) year of the Extension Period, above (ii) the monthly installments of Rent actually paid by the Tenant, in respect of each month commencing on or after the commencement of the Extension Period but prior to such determination, or Landlord shall credit Tenant for any excess rent paid by Tenant if the rental rate has declined, and Tenant shall thereafter pay Rent for such Extension Period as determined and adjusted hereunder. (6) All valuations of the fair market rental rate of the Premises shall be in writing and shall be expressed in terms of an annual rent. Each broker’s determination shall be based on all relevant factors affecting fair market rental rate, including, but not limited to (and without limiting the scope of such relevant factors), other terms of this Lease which are applicable to the Extension Period (including, but not limited to, the services provided by Landlord and those which are provided by Tenant, and the absence of any concessions such as free rent or construction allowance), the duration of the Extension Period, the Bank shall pay to Executive age and quality of the Building (as defined in Exhibit B) and the Premises, current “market” concessions, the fact that the determination is for a renewal, the fact that the determination is for a renewal as of or a future date, and (if true) that no brokerage commission will be payable with respect to the Extension Period. To the extent a reasonable sample is available, each broker shall use as soon as practicable after a basis for comparison the last day rent for leases entered into for comparable space in comparable buildings in the submarket of Chantilly, Virginia in which the Premises is located, within the period which commences twelve (12) months prior to the date of such determination, which leases shall commence at approximately the same time as the Extension Period. (7) Each broker appointed hereunder shall be an independent, licensed real estate broker in the Commonwealth of Virginia, not affiliated with either party, specializing in commercial real estate in chantilly, Virginia, having not less than ten (10) years relevant experience, and shall be qualified by experience and ability to appraise the fair market rental for the Premises. The party appointing each broker shall be obligated, promptly after receipt of the valuation report prepared by the broker appointed by such party, to deliver a copy of such valuation report to the other party in the manner provided elsewhere in this Lease for the delivery of notices. If a third broker is appointed, the third broker shall be directed, at the time of his appointment, to deliver copies of his valuation report, promptly upon its completion, to Landlord and Tenant in the manner provided elsewhere in this Lease for the delivery of notices. The fees and other costs of each of the first two brokers shall be borne by the party appointing each such broker, with the fees and other costs of the third broker being shared equally by Landlord and Tenant. (8) Unless otherwise agreed in writing by Landlord and Tenant at the time the New Rental Rate is determined, it is understood that the New Rental Rate shall be the initial Rent for the first (1st) Lease Year of the Extension Period, in addition and that such Rent shall be subject thereafter to any accrued and unpaid Base Salary and other compensation due him at such dateannual escalations, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) on each successive anniversary of the total dollar amount commencement of the Base Salary payable to Executive for such Extension Period, plusbased on the provisions of Section 3(B). (ii9) thirty-seven and one-half percent (37.5%) of Tenant’s failure to timely deliver the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of Tenant’s Extension Option Notice shall render the Extension Period in which Employee’s employment continues, the Bank shall pay to Executive his Base Salary Option null and such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue in the employment of the Company and the Bank for the full duration of any Extension Period elected by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of Executive’s discontinuation of employmentvoid.

Appears in 1 contract

Samples: Deed of Lease (Gtsi Corp)

Extension Period. In Subject to completion of the Ship Longevity Study, Charterer shall have the right to extend the period of this Charter beyond the Original Period as follows: (i) for a period determined by Charterer which shall be not more than five (5) years following the end of the Original Period (the “First Extension Phase”); and (ii) for a period determined by Charterer which shall be not more than five (5) years following the end of the First Extension Phase (the “Second Extension Phase”) (but in no event in excess of the maximum period of extension recommended under the Ship Longevity Study); provided, however, that if Owner fails to complete the Ship Longevity Study on a timely basis, Charterer may exercise such extension right without prejudice to any other claims or rights Charterer may have under this Charter and in law, admiralty or equity. To be effective, Charterer shall give notice of extension under this section 2.2 and of its length on or before 24:00 GMT at least five hundred forty-five (545) days prior to the end of the then existing Term (the “Extension Notice”) provided that, in the event the Executive elects to terminate his employment voluntarily under this Section 5, and Hire has delivered a Notice of Termination to such effect been prepaid in accordance with paragraph section 8.11 of the Charter, such notice of extension shall be given at least nine hundred and four (a), above, 904) days prior to the Company and/or end of the Bank may elect, by way of a writing delivered to Executive at any time within then-existing Term. Such extensions comprising the fifteen (15) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company First Extension Phase and the Bank under this Agreement for a total of ninety (90) days beyond the date on which the Company makes such election (Second Extension Phase are hereinafter collectively called the “Extension Period”). In such event, the last day of The Hire Rate to apply during the Extension Period shall be as follows: (A) the Termination Date of Executive’s employment hereunder. Following receipt by Executive Financial Cost Component payable during the Extension Period shall be an amount in United States dollars which is *****% ***** of the written notice of any such extension, Executive, in addition to performing his usual duties Financial Cost Component payable for the Company and/or Original Term; (B) the Bank hereunder, costs of all refurbishment works undertaken as a consequence of the Ship Longevity Study shall also assist the Company and the Bank for the duration of be payable as an Additional Cost Component during the Extension Period in achieving a successful transition accordance with paragraph 1.2 of Executive’s duties from Executive Schedule III; and (C) the Operating Cost Component payable during the Extension Period shall continue to be determined in accordance with paragraph 1.3 of Schedule III. The same terms and conditions (other than extension rights) which apply to the person or persons chosen Original Period shall apply to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period; provided, however, that the Bank performance undertakings of Owner set forth in Article 16 and Schedules I and II shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive be adjusted for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of the Extension Period in which Employeeif: (x) Owner provides evidence that the performance capabilities of the Vessel have been or will be reduced as a result of the Vessel’s employment continues, age (considering normal wear and tear); and (y) the Bank shall pay to Executive his Base Salary and extent of any such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue reduction in the employment Vessel’s performance capabilities is verified by an independent expert of recognized standing with experience in the Company transportation of LNG, such expert to be appointed (after consultation between Owner and the Bank for the full duration of any Extension Period elected Charterer) by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of ExecutiveOwner at Owner’s discontinuation of employmentsole cost and expense.

Appears in 1 contract

Samples: LNG Vessel Time Charter Party (Exmar Energy Partners LP)

Extension Period. In (i) Provided Tenant is not in default beyond the event expiration of any applicable notice and cure period at the Executive elects to terminate his employment voluntarily under this Section 5time of the exercise of the applicable Extension Option or thereafter (through and including the commencement date of the applicable Extension Period as herein defined), and has delivered provided that this Lease shall not theretofore have been terminated, Tenant shall have two (2) options (the "Extension Options") to extend the Expiration Date of the Lease Term, each for a Notice period of Termination five (5) consecutive years (individually, the "First Extension Period" and the "Second Extension Period", and collectively the "Extension Periods"), the First Extension Period commencing on the thirteenth (13th) anniversary of the Commencement Date and ending on the day preceding the eighteenth (18th) anniversary of the Commencement Date, and the Second Extension Period commencing on the eighteenth (18th) anniversary of the Commencement Date and ending on the day preceding the twenty-third (23rd) anniversary of the Commencement Date, subject to such effect adjustment pursuant to the terms hereof. The Extension Periods shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Periods shall be adjusted to equal one hundred percent (100%) of the then-prevailing fair market rental rate for the Premises (the "New Rental Rate"), and shall thereafter be subject to adjustment as provided in Section 3(B) hereof, (B) Tenant shall have the right to adjust the size of the Premises in accordance with paragraph Section 2(B)(ix) hereof, (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15C) day period following the date of Executive’s Notice of Termination, Tenant shall have no option to extend Executive’s employment with the Company and Expiration Date of the Bank under this Agreement for a total of ninety (90) days Lease Term beyond the date on which the Company makes such election (the “Extension Period”). In such event, the last day of the Extension Period shall be the Termination Date of Executive’s employment hereunder. Following receipt by Executive of the written notice of any such extension, Executive, in addition to performing his usual duties for the Company and/or the Bank hereunder, shall also assist the Company and the Bank for the duration of the Extension Period in achieving a successful transition of Executive’s duties from Executive to the person or persons chosen to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Second Extension Period, and (D) Tenant shall have no right to exercise the Bank shall pay to Executive as of or as soon as practicable after Extension Option for the last day of such Second Extension Period unless Tenant has properly exercised the Extension Option for the First Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive for such Extension Period, plus. (ii) thirty-seven and one-half percent Tenant may exercise an Extension Option only by delivering binding written notice (37.5%the "Extension Option Notice") to Landlord of Tenant's election to exercise such Extension Option not later than twelve (12) months prior to the commencement of the dollar amount applicable Extension Period. Landlord and Tenant agree to negotiate in good faith for a period of thirty (30) days to attempt to reach agreement on the annual bonus Executive received under New Rental Rate, promptly following delivery of Tenant's Extension Option Notice. In the Bonus Plan for event the most recent preceding fiscal year. During that portion of the Extension Period in which Employee’s employment continues, the Bank shall pay parties are unable to Executive his Base Salary and agree on such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue in the employment of the Company and the Bank for the full duration of any Extension Period elected by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of Executive’s discontinuation of employment.New Rental Rate

Appears in 1 contract

Samples: Deed of Lease (American Management Systems Inc)

Extension Period. In the event the Executive elects to terminate his employment voluntarily (1) Provided no Event of Default is in existence under this Section 5Lease at the time of the exercise of the Extension Option or thereafter (through and including the commencement date of the Extension Period), and has delivered provided that this Lease shall not theretofore have been terminated, Tenant shall have one (1) non- recurring option (the "Extension Option") to extend the Expiration Date of the Lease Term for a Notice period of Termination five (5) consecutive years (the "Extension Period"). The Extension Period shall commence on the day following the Expiration Date determined under Section 2(A) [as the same may be extended pursuant to such effect Section 10(c) of Exhibit B hereto] and end on the fifth (5th) anniversary of the scheduled Expiration Date determined under Section 2(A) [as the same may be extended pursuant to Section 10(c) of Exhibit B hereto]. The Extension Period shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Period shall be adjusted on the first (1st) day of the Extension Period to equal one hundred percent (100%) of the then-prevailing fair market rental rate for the Premises (the "New Rental Rate"), and shall thereafter be subject to adjustment in accordance with paragraph the provisions of Section 3(B) hereof and (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15B) day period following the date of Executive’s Notice of Termination, Tenant shall have no option to extend Executive’s employment with the Company and Expiration Date of the Bank under this Agreement for a total of ninety (90) days Lease Term beyond the date on which the Company makes such election (the “Extension Period”). In such event, the last day of the Extension Period Period. (2) Tenant may exercise the Extension Option only by delivering binding written notice (the "Extension Option Notice") to Landlord of Tenant's election to exercise the Extension Option not later than twelve (12) months prior to the commencement of the Extension Period; provided that (i) Tenant's Extension Option Notice shall be ineffective unless the Termination Date same designates Tenant's broker for purposes of Executive’s employment hereunder. Following receipt by Executive of arbitration if the written notice of parties are unable to agree on the New Rental Rate, and (ii) if Tenant delivers its Extension Option Notice to Landlord more than twelve (12) months in advance, Tenant may elect to rescind its Extension Option Notice at any such extension, Executive, in addition time which is at least three hundred fifteen (315) days prior to performing his usual duties for the Company and/or the Bank hereunder, shall also assist the Company and the Bank for the duration commencement of the Extension Period (and in achieving a successful transition of Executive’s duties from Executive all events prior to the person execution of a binding agreement to extend this Lease for the Extension Period), on the condition that Tenant reimburses Landlord upon demand for any out-of-pocket costs incurred by or persons chosen on behalf of Landlord in connection with the determination of the New Rental Rate and/or preparation of a lease amendment extending this Lease for the Extension Period. Landlord and Tenant agree to succeed Executivenegotiate in good faith for a period of thirty (30) days to attempt to reach agreement on the New Rental Rate applicable to the Extension Period, promptly following delivery of Tenant's Extension Option Notice. If the parties fail to agree on such New Rental Rate within said thirty (30) day period, the determination of fair market rental rate for the Premises shall be arbitrated by brokers as set forth below (each party hereby agreeing to submit the determination of the fair market rental rate for the Premises to arbitration in the manner provided herein, if the parties are unable to agree on the New Rental Rate within said thirty (30) day period). Landlord shall designate the broker appointed by it within ten (10) business days after the expiration of the aforesaid thirty (30) day period, and each party shall by written notice (a copy of which shall be provided to the other party hereto) instruct their respective brokers to commence such arbitration within ten (10) business days after the expiration of the aforesaid thirty (30) day period. (3) In the event the Tenant designates a broker and the Landlord fails to so designate a broker within the aforesaid ten (10) business day period, the broker appointed by the Tenant shall proceed to make his valuation, in ways which case the fair market rental rate of the Premises shall be as determined by such broker (such determination to be binding on Landlord and Tenant). In the event each party designates a broker as aforesaid, each broker shall proceed to make an independent determination of the then-prevailing fair market rental rate of the Premises within thirty (30) days after appointment of Landlord's broker. (4) Each broker shall render a separate written report, within thirty (30) days after appointment of Landlord's broker, of such broker's estimate of the then-prevailing fair market rental rate for the Premises as of the commencement of the Extension Period. If the values contained in the written reports differ by five percent (5%) or less of the greater of such values, the New Rental Rate shall be one hundred percent (100%) of the arithmetic average of such values (such determination to be binding on Landlord and Tenant). If the values contained in the written reports differ to a greater extent than set forth above, the brokers shall, within five (5) days, promptly jointly appoint a third broker. If the two brokers so appointed shall fail to agree upon the selection of a third broker within ten (10) days after the expiration of such 30-day period, then either party, upon written notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto). The parties hereto reasonably conclude shall cooperate to expedite such appointment. Within twenty (20) days of his appointment, the third broker shall render a written report of his opinion of the value of the then-prevailing fair market rental rate for the Premises as of the commencement of the Extension Period. One hundred percent (100%) of the arithmetic average of the values in the three (3) evaluation reports shall then be the New Rental Rate for the Extension Period (which determination shall be binding on Landlord and Tenant); provided, however, that if the lowest or highest of the three (3) evaluations, or both, varies by more than ten (10%) from the middle evaluation, such evaluation or evaluations so varying shall be disregarded in computing said average. (5) In the event the New Rental Rate has not been determined on or before the commencement of the Extension Period, the Rent payable by Tenant until such determination shall be deemed equal to the Rent payable by Tenant pursuant to Section 3(A) immediately prior to the commencement of the Extension Period (as the same may be both practical and efficacious. In return for Executive’s continued serviceadjusted hereunder); provided, as well as his performance however, within fifteen (15) days of such additional dutiesdetermination, Tenant shall pay Landlord the excess of (i) the monthly installments of monthly Rent as calculated for the first (1st) year of the Extension Period, above (ii) the monthly installments of Rent actually paid by the Tenant, in respect of each month commencing on or after the commencement of the Extension Period but prior to such determination, or Landlord shall credit Tenant for any excess rent paid by Tenant if the rental rate has declined, and Tenant shall thereafter pay Rent for such Extension Period as determined and adjusted hereunder. (6) All valuations of the fair market rental rate of the Premises shall be in writing and shall be expressed in terms of an annual rent. Each broker's determination shall be based on all relevant factors affecting fair market rental rate, including, but not limited to (and without limiting the scope of such relevant factors), other terms of this Lease which are applicable to the Extension Period (including, but not limited to, the services provided by Landlord and those which are provided by Tenant, and the absence of any concessions such as free rent or construction allowance), the duration of the Extension Period, the Bank shall pay to Executive age and quality of the Building (as defined in Exhibit B) and the Premises, current "market" concessions, the fact that the determination is for a renewal, the fact that the determination is for a renewal as of or a future date, and (if true) that no brokerage commission will be payable with respect to the Extension Period. To the extent a reasonable sample is available, each broker shall use as soon as practicable after a basis for comparison the last day rent for leases entered into for comparable space in comparable buildings in the submarket of Chantilly, Virginia in which the Premises is located, within the period which commences twelve (12) months prior to the date of such determination, which leases shall commence at approximately the same time as the Extension Period. (7) Each broker appointed hereunder shall be an independent, licensed real estate broker in the Commonwealth of Virginia, not affiliated with either party, specializing in commercial real estate in Chantilly, Virginia, having not less than ten (10) years relevant experience, and shall be qualified by experience and ability to appraise the fair market rental for the Premises. The party appointing each broker shall be obligated, promptly after receipt of the valuation report prepared by the broker appointed by such party, to deliver a copy of such valuation report to the other party in the manner provided elsewhere in this Lease for the delivery of notices. If a third broker is appointed, the third broker shall be directed, at the time of his appointment, to deliver copies of his valuation report, promptly upon its completion, to Landlord and Tenant in the manner provided elsewhere in this Lease for the delivery of notices. The fees and other costs of each of the first two brokers shall be borne by the party appointing each such broker, with the fees and other costs of the third broker being shared equally by Landlord and Tenant. (8) Unless otherwise agreed in writing by Landlord and Tenant at the time the New Rental Rate is determined, it is understood that the New Rental Rate shall be the initial Rent for the first (1st) Lease Year of the Extension Period, in addition and that such Rent shall be subject thereafter to any accrued and unpaid Base Salary and other compensation due him at such dateannual escalations, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) on each successive anniversary of the total dollar amount commencement of the Base Salary payable to Executive for such Extension Period, plusbased on the provisions of Section 3(B). (ii9) thirty-seven and one-half percent (37.5%) of Tenant's failure to timely deliver the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of Tenant's Extension Option Notice shall render the Extension Period in which Employee’s employment continues, the Bank shall pay to Executive his Base Salary Option null and such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue in the employment of the Company and the Bank for the full duration of any Extension Period elected by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of Executive’s discontinuation of employmentvoid.

Appears in 1 contract

Samples: Deed of Lease (Government Technology Services Inc)

Extension Period. In Subject to completion of the Ship Longevity Study, Charterer shall have the right to extend the period of this Charter beyond the Original Period as follows: (i) for a period determined by Charterer which shall be not more than five (5) years following the end of the Original Period (the “First Extension Phase”); and (ii) for a period determined by Charterer which shall be not more than five (5) years following the end of the First Extension Phase (the “Second Extension Phase”) (but in no event in excess of the maximum period of extension recommended under the Ship Longevity Study); provided, however, that if Owner fails to complete the Ship Longevity Study on a timely basis, Charterer may exercise such extension right without prejudice to any other claims or rights Charterer may have under this Charter and in law, admiralty or equity. To be effective, Charterer shall give notice of extension under this section 2.2 and of its length on or before 24:00 GMT at least five hundred forty-five (545) days prior to the end of the then existing Term (the “Extension Notice”) provided that, in the event the Executive elects to terminate his employment voluntarily under this Section 5, and Hire has delivered a Notice of Termination to such effect been prepaid in accordance with paragraph section 8.11 of the Charter, such notice of extension shall be given at least nine hundred and four (a), above, 904) days prior to the Company and/or end of the Bank may elect, by way of a writing delivered to Executive at any time within then-existing Term. Such extensions comprising the fifteen (15) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company First Extension Phase and the Bank under this Agreement for a total of ninety (90) days beyond the date on which the Company makes such election (Second Extension Phase are hereinafter collectively called the “Extension Period”). In such event, the last day of The Hire Rate to apply during the Extension Period shall be as follows: (A) the Termination Date of Executive’s employment hereunder. Following receipt by Executive Financial Cost Component payable during the Extension Period shall be an amount in United States dollars which is ***** of the written notice of any such extension, Executive, in addition to performing his usual duties Financial Cost Component payable for the Company and/or Original Term; (B) the Bank hereunder, costs of all refurbishment works undertaken as a consequence of the Ship Longevity Study shall also assist the Company and the Bank for the duration of be payable as an Additional Cost Component during the Extension Period in achieving a successful transition accordance with paragraph 1.2 of Executive’s duties from Executive Schedule III; and (C) the Operating Cost Component payable during the Extension Period shall continue to be determined in accordance with paragraph 1.3 of Schedule III. The same terms and conditions (other than extension rights) which apply to the person or persons chosen Original Period shall apply to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period; provided, however, that the Bank performance undertakings of Owner set forth in Article 16 and Schedules I and II shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive be adjusted for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of the Extension Period in which Employeeif: (x) Owner provides evidence that the performance capabilities of the Vessel have been or will be reduced as a result of the Vessel’s employment continues, age (considering normal wear and tear); and (y) the Bank shall pay to Executive his Base Salary and extent of any such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue reduction in the employment Vessel’s performance capabilities is verified by an independent expert of recognized standing with experience in the Company transportation of LNG, such expert to be appointed (after consultation between Owner and the Bank for the full duration of any Extension Period elected Charterer) by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of ExecutiveOwner at Owner’s discontinuation of employmentsole cost and expense.

Appears in 1 contract

Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)

Extension Period. In (i) Provided Tenant is not in default beyond the event expiration of any applicable notice and cure period at the Executive elects to terminate his employment voluntarily under this Section 5time of the exercise of the applicable Extension Option or thereafter (through and including the commencement date of the applicable Extension Period as herein defined), and has delivered provided that this Lease shall not theretofore have been terminated, Tenant shall have two (2) options (the "Extension Options") to extend the Expiration Date of the Lease Term, each for a Notice period of Termination five (5) consecutive years (individually, the "First Extension Period" and the "Second Extension Period", and collectively the "Extension Periods"), the First Extension Period commencing on the thirteenth (13th) anniversary of the Commencement Date and ending on the day preceding the eighteenth (18th) anniversary of the Commencement Date, and the Second Extension Period commencing on the eighteenth (18th) anniversary of the Commencement Date and ending on the day preceding the twenty-third (23rd) anniversary of the Commencement Date, subject to such effect adjustment pursuant to the terms hereof. The Extension Periods shall be upon the same terms and conditions contained herein except that (A) the Rent payable in the Extension Periods shall be adjusted to equal one hundred percent (100%) of the then-prevailing fair market rental rate for the Premises (the "New Rental Rate"), and shall thereafter be subject to adjustment as provided in Section 3(B) hereof, (B) Tenant shall have the right to adjust the size of the Premises in accordance with paragraph Section 2(B)(ix) hereof, (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15C) day period following the date of Executive’s Notice of Termination, Tenant shall have no option to extend Executive’s employment with the Company and Expiration Date of the Bank under this Agreement for a total of ninety (90) days Lease Term beyond the date on which the Company makes such election (the “Extension Period”). In such event, the last day of the Second Extension Period, and (D) Tenant shall have no right to exercise the Extension Option for the Second Extension Period unless Tenant has properly exercised the Extension Option for the First Extension Period. (ii) Tenant may exercise an Extension Option only by delivering binding written notice (the "Extension Option Notice") to Landlord of Tenant's election to exercise such Extension Option not later than twelve (12) months prior to the commencement of the applicable Extension Period. Landlord and Tenant agree to negotiate in good faith for a period of thirty (30) days to attempt to reach agreement on the New Rental Rate, promptly following delivery of Tenant's Extension Option Notice. In the event the parties are unable to agree on such New Rental Rate within said thirty (30) day period, then Tenant's Extension Option Notice shall be deemed null and void, unless within ten (10) business days after the Termination Date expiration of Executive’s employment hereunder. Following receipt such thirty (30) day period Tenant agrees, by Executive means of giving the Landlord written notice thereof (which notice shall name the Tenant's selected broker), to submit the determination of the fair market rental rate for the Premises to arbitration by brokers as set forth below. In the event Tenant shall agree to submit such determination to arbitration in the manner aforesaid, Landlord shall, within ten (10) business days after receipt of Tenant's written notice to submit such determination to arbitration, designate the broker appointed by it. (iii) Each broker shall render a separate written report, within thirty (30) days after appointment of any Landlord's broker, of such extension, Executive, in addition to performing his usual duties broker's estimate of the then-prevailing fair market rental rate for the Company and/or Premises as of the Bank hereundercommencement of such Extension Period. If the values contained in the written reports differ by five percent (5%) or less of the greater of such values, the New Rental Rate shall also assist be one hundred percent (100%) of the Company and arithmetic average of such values. If the Bank values contained in the written reports differ to a greater extent than set forth above, the brokers shall, within five (5) days after rendering their reports, promptly jointly appoint a third broker. If the two brokers so designated shall fail to agree upon the selection of a third broker within ten (10) days after the expiration of such 30-day period, then either party, upon written notice to the other, may request such appointment by the American Arbitration Association (or any organization successor thereto). The parties shall cooperate to expedite such appointment. Within twenty (20) days of his appointment, the third broker shall render a written report of his opinion of the value of the then-prevailing fair market rental rate for the duration Premises as of the commencement of the applicable Extension Period Period. One hundred percent (100%) of the arithmetic average of the values in achieving a successful transition of Executive’s duties from Executive to the person or persons chosen to succeed Executive, in ways three (3) evaluation reports shall then be the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, New Rental Rate for the duration Extension Period; provided, however, that if the lowest or highest of the three (3) evaluations, or both, varies by more than ten (10%) from the middle evaluation, such evaluation or evaluations so varying shall be disregarded in computing said average. (iv) In the event the New Rental Rate has not been determined on or before the commencement of an Extension Period, the Bank Rent payable by Tenant until such determination shall pay be deemed equal to Executive as of or as soon as practicable after the last day Rent payable by Tenant pursuant to Section 3(A) immediately prior to the commencement of such Extension PeriodPeriod (as the same may be adjusted hereunder); provided, in addition to any accrued and unpaid Base Salary and other compensation due him at however, within fifteen (15) days of such datedetermination, a special cash bonus (Tenant shall pay Landlord the “Transition Bonus”) equal to the sum of excess of (i) fifty percent (50%) the initial monthly installments of the total dollar amount of the Base Salary payable to Executive monthly Rent calculated for such Extension Period, plus above (ii) thirty-seven the monthly installments of Rent actually paid by the Tenant, in respect of each month commencing on or after the commencement of such Extension Period but prior to such determination, or Landlord shall credit Tenant for any excess rent paid by Tenant if the rental rate has declined, and one-half percent Tenant shall thereafter pay Rent for the Extension Period at the New Rental Rate (37.5%as the same may be increased in accordance with the terms hereof). (v) All valuations of the dollar amount fair market rental rate of the Premises shall be in writing and shall be expressed in terms of an annual bonus Executive received rent. Each broker's determination shall be based on all relevant factors affecting fair market rental rate, including, but not limited to, other terms of this Lease (excluding tenant concessions and/or construction allowances, but including the provision of free parking and the roof and signage rights granted hereunder), the fact that the determination is for a renewal, and the fact that the determination is for a renewal as of a future date. Each broker shall use as a basis for comparison the base and additional rent, abatements, construction allowances and other tenant concessions for lease renewals entered into for comparable space in the Fair Oaks/Fair Lakes submarket of Fairfax County, Virginia, within the period which commences twelve (12) months prior to the date of such determination, which leases shall commence at approximately the same time as the applicable Extension Period. (vi) Each broker appointed hereunder shall be a licensed commercial real estate broker in the Commonwealth of Virginia, and shall be qualified by experience and ability to appraise the fair market rental for the Premises. The party appointing each broker shall be obligated, promptly after receipt of the valuation report prepared by the broker appointed by such party, to deliver a copy of such valuation report to the other party in the manner provided elsewhere in this Lease for the delivery of notices. If a third broker is appointed, the third broker shall be directed, at the time of his appointment, to deliver copies of his valuation report, promptly upon its completion, to Landlord and Tenant in the manner provided elsewhere in this Lease for the delivery of notices. The fees and other costs of each of the first two brokers shall be borne by the party appointing each such broker, with the fees and other costs of the third broker being shared equally by Landlord and Tenant; provided that, each broker shall (i) acknowledge that such broker's participation in the determination of the New Rental Rate shall not entitle such broker to a brokerage commission for the applicable Extension Period, and (ii) waive any lien rights it may have or claim against the Property in respect of the fees to be paid in connection with the determination of the New Rental Rate. (vii) It is understood that the New Rental Rate shall be the initial Rent for the applicable Extension Period (such Rent being subject thereafter to then-current market escalations and adjustments as determined pursuant to Section 3(B)), and that Tenant shall continue to pay all Additional Rent reserved under the Bonus Plan Lease. (viii) Tenant's failure to timely deliver Tenant's Extension Option Notice with regard to an Extension Option shall render such Extension Option null and void, and of no further force or effect. (ix) Tenant shall have the right to delete from the Premises one (1) or more full floors of the Building, for either the Second Extension Period or the First and Second Extension Periods, subject to the following terms and conditions: (1) Tenant shall notify Landlord of its election to decrease the Premises within the Tenant's Extension Option Notice for the most recent preceding fiscal year. During that applicable Extension Period, and shall designate in such notice the number of floors which Tenant desires to delete from the Premises; (2) Tenant may not decrease the size of the Premises in either the First or Second Extension Period to less than one hundred sixty thousand six hundred sixty-one (160,661) rentable square feet; (3) Landlord shall designate the floors to be surrendered by Tenant pursuant to this Section 2(B)(ix) (the "Early Surrender Space"); provided that, the Early Surrender Space designated by Landlord shall result in the remaining Premises constituting a single contiguous space; (4) Landlord shall have no obligation to restore, nor shall Tenant have any right to regain, possession of any portion of the Early Surrender Space; (5) Tenant shall surrender possession of the Early Surrender Space not later than the last day of the Initial Term or First Extension Period Period, as the case may be, free and clear of all tenancies and occupancies, broom-clean and otherwise in which Employee’s employment continuesaccordance with all terms and conditions of this Lease applicable to the surrender of the Premises, as if such day were the Expiration Date (Tenant hereby acknowledging that such terms and conditions shall be independently applied to the Early Surrender Space); (6) Upon the surrender of the Early Surrender Space, the Bank shall pay to Executive his Base Salary and such additional cash compensation, Rent and the Company and/or Tenant's Proportionate Share (as herein defined) shall be recalculated to reflect the Bank deletion of the Early Surrender Space; and (7) From and after the designation of the Early Surrender Space, Tenant shall provide have no right, power or authority to Executive such additional benefits and perquisites, as would normally be paid or provided to him during (i) assign any of the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue Tenant's interest in the employment Lease with respect to any portion of the Company and the Bank for the full duration Early Surrender Space, or to enter into any sublease or to permit any occupancy of any Extension Period elected by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus all or any portion thereof otherwise payable to him under this paragraph of the Early Surrender Space by any person or entity not then in possession of all or a portion of the Early Surrender Space (cother than the Tenant's employees), as well as or (ii) to make or perform, or cause to be made or performed, any alteration, addition, improvement or modification in or to such Early Surrender Space. The Tenant further acknowledges and agrees that, notwithstanding anything contained in this Lease to the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of contrary, from and after the date of Executive’s discontinuation such designation, the Landlord shall have no obligation to rebuild or undertake major repairs of employmentsuch Early Surrender Space in the event of any condemnation, fire or other casualty.

Appears in 1 contract

Samples: Deed of Lease (American Management Systems Inc)

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Extension Period. In Subject to completion of the Ship Longevity Study, Charterer shall have the right to extend the period of this Charter beyond the Original Period for a period determined by Charterer which shall be not more than five (5) years following the end of the Original Period (the “Extension Phase”) (in no event in excess of the Executive elects maximum period of extension recommended under the Ship Longevity Study); provided, however, that if Owner fails to terminate his employment voluntarily complete the Ship Longevity Study on a timely basis, Charterer may exercise such extension right without prejudice to any other claims or rights Charterer may have under this Section 5Charter and in law, and has delivered a Notice admiralty or equity. To be effective, Charterer shall give notice of Termination to such effect in accordance with paragraph (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company and the Bank extension under this Agreement for a total section 2.2 and of ninety its length on or before 24:00 GMT at least five hundred forty-five (90545) days beyond prior to the date on which end of the Company makes such election then existing Term (the “Extension Notice”). Such extension comprising the First Extension Phase is hereinafter called the “Extension Period”). In such event, the last day of The Hire Rate to apply during the Extension Period shall be as follows: (A) the Termination Date of Executive’s employment hereunder. Following receipt by Executive Financial Cost Component payable during the Extension Period shall be an amount in United States dollars which is ***** of the written notice mean of any such extension, Executive, in addition to performing his usual duties the Financial Cost Component payable for the Company and/or Original Term; (B) the Bank hereunder, costs of all refurbishment works undertaken as a consequence of the Ship Longevity Study shall also assist the Company and the Bank for the duration of be payable as an Additional Cost Component during the Extension Period in achieving a successful transition accordance with paragraph 1.2 of Executive’s duties from Executive Schedule III; and (C) the Operating Cost Component payable during the Extension Period shall continue to be determined in accordance with paragraph 1.3 of Schedule III. The same terms and conditions (other than extension rights) which apply to the person or persons chosen Original Period shall apply to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period; provided, however, that the Bank performance undertakings of Owner set forth in Article 16 and Schedules I and II shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive be adjusted for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of the Extension Period in which Employeeif: (x) Owner provides evidence that the performance capabilities of the Vessel have been or will be reduced as a result of the Vessel’s employment continues, age (considering normal wear and tear); and (y) the Bank shall pay to Executive his Base Salary and extent of any such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue reduction in the employment Vessel’s performance capabilities is verified by an independent expert of recognized standing with experience in the Company transportation of LNG, such expert to be appointed (after consultation between Owner and the Bank for the full duration of any Extension Period elected Charterer) by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of ExecutiveOwner at Owner’s discontinuation of employmentsole cost and expense.

Appears in 1 contract

Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)

Extension Period. In Provided an event of default has not occurred and is not then continuing, Tenant may extend the event term of this Lease for an additional period of five (5) years to commence on the Executive elects first day of June, 2015 and to terminate his employment voluntarily under this Section 5on May 31, and has delivered 2020 at a Notice of Termination to such effect fixed rent in accordance with paragraph subparagraph (i) below and upon the terms, covenants and conditions of this Lease as are in effect upon the expiration of the First Extension Period. Such option to extend may be exercised only by Tenant given written notice to Landlord on or before the later of (a)) December 1, above2013, or (b) 30 days after Landlord reminds Tenant in writing that Tenant is entitled to exercise this option, which notice may not be given earlier than December 1, 2012, TIME BEING OF THE ESSENCE. Upon Tenant giving such notice in accordance with this Lease, the Company and/or term of this Lease shall be extended automatically without the Bank may electexecution of an extension agreement. If this Lease shall be terminated before the commencement of the extended term, by way of a writing delivered to Executive at any time within the fifteen (15) day period following the date of Executive’s Notice of Termination, Tenant's option to extend Executive’s employment with the Company term of this Lease or its exercise thereof shall be abrogated and the Bank under rendered null and void. In default of such notice, Tenant's option to extend this Agreement for a total of ninety (90) days Lease beyond the date on which the Company makes such election (the “Extension Period”). In such event, the last day end of the First Extension Period shall terminate and be the Termination Date of Executive’s employment hereunder. Following receipt deemed waived by Executive of the written notice of any such extensionTenant, Executive, in addition to performing his usual duties for the Company and/or the Bank hereunder, shall also assist the Company and the Bank for the duration of the Extension Period in achieving a successful transition of Executive’s duties from Executive to the person or persons chosen to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period, the Bank shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum ofTIME BEING OF THE ESSENCE. (i) fifty percent (50%) If Tenant exercises its option to extend the term of this Lease as provided above, then the total dollar amount of Fixed Rent as provided in Article 4 shall be amended to provide during such extended term that the Base Salary payable to Executive for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan fixed rent shall be determined as follows: for the most recent preceding fiscal year. During that portion of Lease year June 1, 2015 through May 31, 2016 a sum computed by multiplying 103% times the Extension Period in which Employee’s employment continues, the Bank shall pay to Executive his Base Salary and such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him fixed rent payable during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue in the employment of the Company and the Bank previous 12 months; for the full duration of any Extension Period elected Lease year June 1, 2016 through May 31, 2017 a sum computed by multiplying 103% times the Company and/or fixed rent payable during the Bank under this paragraph (c) shall result in forfeiture previous Lease year; for the Lease year June 1, 2017 through May 31, 2018 a sum computed by Executive of any right to receive multiplying 103% times the Transition Bonus or any portion thereof otherwise fixed rent payable to him under this paragraph (c)during the previous lease year; for the Lease year June 1, as well as 2018 through May 31, 2019 a sum computed by multiplying 103% times the forfeiture fixed rent payable during the previous lease year; for the Lease year June 1, 2019 through May 31, 2020 a sum computed by Executive of any other unvested rights Executive may have to any other compensation or benefits as of multiplying 103% times the date of Executive’s discontinuation of employmentfixed rent payable during the previous lease year.

Appears in 1 contract

Samples: Lease Agreement (Movado Group Inc)

Extension Period. In Subject to completion of the Ship Longevity Study, Charterer shall have the right to extend the period of this Charter beyond the Original Period for a period determined by Charterer which shall be not more than five (5) years following the end of the Original Period (the “Extension Phase”) (in no event in excess of the Executive elects maximum period of extension recommended under the Ship Longevity Study); provided, however, that if Owner fails to terminate his employment voluntarily complete the Ship Longevity Study on a timely basis, Charterer may exercise such extension right without prejudice to any other claims or rights Charterer may have under this Section 5Charter and in law, and has delivered a Notice admiralty or equity. To be effective, Charterer shall give notice of Termination to such effect in accordance with paragraph (a), above, the Company and/or the Bank may elect, by way of a writing delivered to Executive at any time within the fifteen (15) day period following the date of Executive’s Notice of Termination, to extend Executive’s employment with the Company and the Bank extension under this Agreement for a total section 2.2 and of ninety its length on or before 24:00 GMT at least five hundred forty-five (90545) days beyond prior to the date on which end of the Company makes such election then existing Term (the “Extension Notice”) Such extension comprising the First Extension Phase is hereinafter called the “Extension Period”). In such event, the last day of The Hire Rate to apply during the Extension Period shall be as follows: (A) the Termination Date of Executive’s employment hereunder. Following receipt by Executive Financial Cost Component payable during the Extension Period shall be an amount in United States dollars which is ***** of the written notice mean of any such extension, Executive, in addition to performing his usual duties the Financial Cost Component payable for the Company and/or Original Term; (B) the Bank hereunder, costs of all refurbishment works undertaken as a consequence of the Ship Longevity Study shall also assist the Company and the Bank for the duration of be payable as an Additional Cost Component during the Extension Period in achieving a successful transition accordance with paragraph 1.2 of Executive’s duties from Executive Schedule III; and (C) the Operating Cost Component payable during the Extension Period shall continue to be determined in accordance with paragraph 1.3 of Schedule III. The same terms and conditions (other than extension rights) which apply to the person or persons chosen Original Period shall apply to succeed Executive, in ways the parties hereto reasonably conclude may be both practical and efficacious. In return for Executive’s continued service, as well as his performance of such additional duties, for the duration of the Extension Period; provided, however, that the Bank performance undertakings of Owner set forth in Article 16 and Schedules I and II shall pay to Executive as of or as soon as practicable after the last day of such Extension Period, in addition to any accrued and unpaid Base Salary and other compensation due him at such date, a special cash bonus (the “Transition Bonus”) equal to the sum of (i) fifty percent (50%) of the total dollar amount of the Base Salary payable to Executive be adjusted for such Extension Period, plus (ii) thirty-seven and one-half percent (37.5%) of the dollar amount of the annual bonus Executive received under the Bonus Plan for the most recent preceding fiscal year. During that portion of the Extension Period in which Employeeif: (x) Owner provides evidence that the performance capabilities of the Vessel have been or will be reduced as a result of the Vessel’s employment continues, age (considering normal wear and tear); and (y) the Bank shall pay to Executive his Base Salary and extent of any such additional cash compensation, and the Company and/or the Bank shall provide to Executive such additional benefits and perquisites, as would normally be paid or provided to him during the Term of his employment hereunder, includable amounts, if any, payable to Executive under the Bonus Plan. Failure by Executive to continue reduction in the employment Vessel’s performance capabilities is verified by an independent expert of recognized standing with experience in the Company transportation of LNG, such expert to be appointed (after consultation between Owner and the Bank for the full duration of any Extension Period elected Charterer) by the Company and/or the Bank under this paragraph (c) shall result in forfeiture by Executive of any right to receive the Transition Bonus or any portion thereof otherwise payable to him under this paragraph (c), as well as the forfeiture by Executive of any other unvested rights Executive may have to any other compensation or benefits as of the date of ExecutiveOwner at Owner’s discontinuation of employmentsole cost and expense.

Appears in 1 contract

Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)

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