Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice. (i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent: (A) A material diminution in the Executive’s Base Salary; (B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2; (C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns; (D) A material diminution in title; (E) A material change in the geographic location in which the Executive must perform services under this Agreement; or (F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment. (ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to: (A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a); (B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period; (C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and (D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer.
Appears in 6 contracts
Samples: Employment Agreement (United Community Financial Corp), Employment Agreement (United Community Financial Corp), Employment Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in reduction by the Company of Executive’s duties, responsibilities, authority, duties or responsibilities reporting relationship such that Executive no longer serves in as set forth substantive, senior executive role for the Company comparable in Section 2stature to Executive’s current role;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(ED) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(E) The Company provides 90 days’ notice to the Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e2(e)(i)(A), or (D)-(F), the Term of this Agreement shall end as of such termination from employment, and the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a2(a);
(B) Continuation Payment of an amount equal to 1.5 (one and one-half) times the Executive’s Base Salary plus an amount equal to 1.5 (one and one-half) times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 2(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A2(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and
(D) Provided A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.
(iii) In the event that the Executive elects COBRA coverage, the Company shall pay terminates the Executive’s COBRA premium payments consistent employment with the group healthCompany for Good Reason pursuant to Section 2(e)(i)(B) or (C), dental the Term of this Agreement shall end as of such termination from employment, and vision coverage the Executive will be entitled to the payments and benefits described above in existence Sections 2(e)(ii)(A), (C) and (D), and further entitled to:
(A) Payment of an amount equal to 1 (one) time the Executive’s Base Salary plus an amount equal to 1(one) time target annual incentive compensation in effect on the date of the Executive’s termination beginning on of employment, provided that for purposes of this Section 2(e)(iii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) –
(v) Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(e)(iii) shall be paid immediately following the date of termination and continuing until be made in accordance with the earlier of: (A) the 12th consecutive month following the ExecutiveCompany’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employernormal payroll practices.
Appears in 2 contracts
Samples: Severance and Change in Control Agreement (United Community Financial Corp), Severance and Change in Control Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a A requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer.
Appears in 2 contracts
Samples: Employment Agreement (United Community Financial Corp), Employment Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s his employment with the Company Employer for “Good Reason” upon not less than 30 thirty (30) days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) Employer. For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s his employment with the Company Employer if any of the following events occur (provided the Employer does not fully cure the effect of such event to the Executive’s reasonable satisfaction within ten (10) days following its receipt of notice of termination of employment from the Executive):
i. the Executive’s Base Salary is reduced for any reason other than in connection with the termination of his employment;
ii. without the Executive’s consent:
(A) A material diminution in , the Executive’s Base Salarypercentage assigned to the Executive of any bonus pool created by the Employer for its employees is less than 20%;
iii. without his consent, the Employer permanently and/or consistently assigns the Executive to duties that are materially inconsistent in any respect with his position (B) A material diminution in the Executive’s including, without limitation, his status, office and title), authority, duties or responsibilities as set forth in Section 2Paragraph 1 (but excluding any other duties related to the business of the Employer or its Affiliates reasonably requested of him by the Board), or takes any other action that results in a permanent and/or consistent material diminution in such position, authority, duties, or responsibilities;
(C) To iv. without his consent, the extent applicable, a requirement Employer changes the Executive’s reporting structure within the organization so that the Executive report to a corporate officer or employee instead of reporting no longer reports directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this AgreementBoard; or
(F) Any other action v. the Employer breaches any material covenant, provision, term, condition, understanding or inaction that constitutes a material breach of undertaking set forth in this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s his employment with the Company for Good Reason pursuant to this Paragraph 5(f), subject to the applicable provisions of Section 4(e)409A of the Code, the Executive will be entitled toto the following payments and benefits:
A. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (A) Payment determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the Accrued Obligations date of termination of employment;
B. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the schedule described applicable terms and provisions of such plans and programs, including but not limited to a pro rata portion of the Bonus payment specified in Section 4(aParagraph 3(b), above, and such payment shall be made no later than March 15th of the calendar year following the calendar year for which such Bonus is payable;
C. a single lump sum payment, payable within 15 days following the date of termination of employment, equal to six (B6) Continuation months’ of the Base Salary applicable to the Executive on the date of termination of employment;
D. beginning on the first day of the seventh month following the date of termination of employment, continuation of the Executive’s Base Salary in effect on the date of the Executive’s his termination of employment orfor a period of six (6) months; provided, if greaterthat these payments will be made in separate, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(Aequal payments no less frequently than monthly over such six-month period; and
E. a single lump sum payment, payable within fifteen (15) for one year following the date of the Executive’s termination, which payments shall begin immediately days following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practicesof employment, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant equal to the terms Bonus paid or payable to the Executive with respect to the most recently completed fiscal year of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Diamond Hill Investment Group Inc), Employment Agreement (Diamond Hill Investment Group Inc)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company Employer for “Good Reason if: (i) the Executive gives written notice of the Good Reason event to the Employer within 90 days after the Executive first learns of the event constituting Good Reason” upon not less than , (ii) the Good Reason event remains uncured for 30 days after notice of the event is given, and (iii) the Executive gives 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition her resignation within 30 days following receipt after expiration of Executive’s written notice.
(i) such cure period. For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company Employer if any of the following events occur without the Executive’s consent:consent (provided the Employer does not fully cure the effect of such event within 30 days following its receipt of written notice of such event from the Executive):
(Ai) A material reduction of the Executive’ Base Salary;
(ii) The Employer requires the Executive to relocate her principal place of employment to a location more than 50 miles from her principal place of employment before such relocation;
(iii) The Employer assigns duties to the Executive that are materially inconsistent in any respect with the Executive’s position (including, without limitation, her status, office, and title), authority, duties, or responsibilities, or takes any other action that results in a material diminution in the Executive’s Base Salaryposition, authority, duties, or responsibilities;
(Biv) A material diminution in The Employer changes the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To reporting structure within the extent applicable, a requirement organization so that the Executive report to a corporate officer or employee instead of reporting she no longer reports directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this AgreementBoard; or
(Fv) Any The Employer materially breaches any material covenant, or obligation set forth in this Agreement or any other action written agreement, plan, or inaction that constitutes a material breach of this Agreementarrangement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company Employer for Good Reason pursuant to this Section 4(e5(f), the Executive will be entitled to:
(A) Payment of to receive the Accrued Obligations in accordance with the schedule payments and benefits described in Section 4(a);
(B5(d) Continuation of hereof, as if her employment had been terminated by the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerEmployer without Cause.
Appears in 1 contract
Samples: Employment Agreement (Diamond Hill Investment Group Inc)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s his employment with the Company Employer for “Good Reason” upon not less than 30 thirty (30) days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 Employer, given no later than ninety (90) days following receipt the occurrence of Executive’s written notice.
one of the events described below in subparagraph (i) through (iv). For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s his employment with the Company Employer if any of the following events occur without (provided the Employer does not fully cure the effect of such event to the Executive’s consent:reasonable satisfaction within thirty (30) days following its receipt of notice of termination of employment from the Executive):
(A) A material diminution in i. the Executive’s Base SalarySalary or Annual Cash Bonus is reduced for any reason other than in connection with the termination of his employment;
ii. without his consent, the Employer permanently and/or consistently assigns the Executive to duties that are materially inconsistent in any respect with his position (B) A material diminution in the Executive’s including, without limitation, his status, office and title), authority, duties or responsibilities as set forth in Section 2Paragraph 1 (but excluding any other duties related to the business of the Employer or its Affiliates reasonably requested of him by the Board), or takes any other action that results in a permanent and/or consistent material diminution in such position, authority, duties, or responsibilities; provided, that, to the extent that during the term of this Agreement the Employer hires an individual for purposes of his or her succession as President and CEO of the Employer, such hiring and the assignment of duties and responsibilities to such individual shall not constitute Good Reason pursuant to this subparagraph (f)(ii);
(C) To iii. without his consent, the extent applicable, a requirement Employer changes the Executive’s reporting structure within the organization so that the Executive report to a corporate officer or employee instead of reporting no longer reports directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this AgreementBoard; or
(F) Any other action iv. the Employer breaches any material covenant, provision, term, condition, understanding or inaction that constitutes a material breach of undertaking set forth in this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s his employment with the Company for Good Reason pursuant to this Paragraph 5(f), subject to the applicable provisions of Section 4(e)409A of the Code, the Executive will be entitled toto the following payments and benefits:
A. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (A) Payment determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the Accrued Obligations date of termination of employment;
B. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the schedule described applicable terms and provisions of such plans and programs, including but not limited to (I) any portion of the Shares, as determined pursuant to the terms of the Award Agreement; and (II) a pro rata portion of the bonus payment specified in Section 4(aParagraph 3(b), above, and such payment shall be made no later than March 15th of the calendar year following the calendar year for which such bonus is payable;
C. a single lump sum payment, payable within 15 days following the date of termination of employment, equal to six (B6) Continuation months’ of the Base Salary applicable to the Executive on the date of termination of employment;
D. beginning on the first day of the seventh month following the date of termination of employment, continuation of the Executive’s Base Salary in effect on the date of the Executive’s his termination of employment orfor a period of six (6) months; provided, if greaterthat these payments will be made in separate, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(Aequal payments no less frequently than monthly over such six-month period; and
E. a single lump sum payment, payable within fifteen (15) for one year following the date of the Executive’s termination, which payments shall begin immediately days following the date of termination (subject of employment, equal to applicable Federal the bonus under Paragraph 3(b) paid or payable to the Executive with respect to the most recently completed fiscal year of the Employer. Each payment, and state law and regulationeach installment thereof, to which the Executive is entitled under this Paragraph 5(f) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible treated as a full-time employee right to participate in the group health plan of any other employer.a separate payment under Code Section 409A.
Appears in 1 contract
Samples: Employment Agreement (Diamond Hill Investment Group Inc)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in reduction by the Company of Executive’s duties, responsibilities, authority, duties or responsibilities reporting relationship such that Executive no longer serves in as set forth substantive, senior executive role for the Company comparable in Section 2stature to Executive’s current role;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(ED) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(E) The Company provides 90 days’ notice to the Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e2(e)(i)(A), or (D)-(F), the Term of this Agreement shall end as of such termination from employment, and the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a2(a);
(B) Continuation Payment of an amount equal to 2 (two) times the Executive’s Base Salary plus an amount equal to 2 (two) times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 2(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A2(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and
(D) Provided A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.
(iii) In the event that the Executive elects COBRA coverage, the Company shall pay terminates the Executive’s COBRA premium payments consistent employment with the group healthCompany for Good Reason pursuant to Section 2(e)(i)(B) or (C), dental the Term of this Agreement shall end as of such termination from employment, and vision coverage the Executive will be entitled to the payments and benefits described above in existence Sections 2(e)(ii)(A), (C) and (D), and further entitled to:
(A) Payment of an amount equal to 1 (one) time the Executive’s Base Salary plus an amount equal to 1(one) time target annual incentive compensation in effect on the date of the Executive’s termination beginning on of employment, provided that for purposes of this Section 2(e)(iii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) –
(v) Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(e)(iii) shall be paid immediately following the date of termination and continuing until be made in accordance with the earlier of: (A) the 12th consecutive month following the ExecutiveCompany’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employernormal payroll practices.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term this Agreement and the Executive’s his employment with the Company Employer for “Good Reason” upon not less than 30 sixty (60) days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) Employer. For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s his employment with the Company Employer if any of the following events occur without (provided the Employer does not fully cure the effect of such event within thirty (30) days following its receipt of written notice of such event from the Executive’s ):
i. without his consent:
(A) A material diminution in , the Executive’s Base SalarySalary is materially reduced for any reason, other than in connection with the termination of his employment;
ii. without his consent, the Employer permanently or consistently assigns the Executive to duties that are materially inconsistent in any respect with his position (B) A material diminution in the Executive’s including, without limitation, his status, office and title), authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable1, or takes any other action that results in a requirement that the Executive report to a corporate officer permanent or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A consistent material diminution in title;such position, authority, duties, or responsibilities; or
(E) A iii. a material change in the geographic location in at which the Executive must perform his services under this Agreement; or
(F) Any other action or inaction that constitutes a material breach , without the consent of this Agreementthe Executive. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th ninetieth (90th) day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company Employer written notice of Executive’s intent to terminate such event prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s his employment with the Company for Good Reason pursuant to this Section 4(e5(f), the Executive will be entitled toto the following payments and benefits:
A. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (Adetermined by dividing Base Salary by three hundred sixty-five (365) Payment and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed – all, as of the Accrued Obligations date of termination of employment. Any payments due under this Section 5(f)(A) shall be made within thirty (30) days after the date of the Executive’s termination of employment;
B. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the schedule described in Section 4(a);applicable terms and provisions of such plans and programs; and
(B) Continuation C. continuation of the Executive’s Base Salary in effect on the date of the Executive’s his termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(Afor twenty-four (24) for one year months following the date of the Executive’s his termination. The payments due under this Section 5(f)(C) shall be made in separate, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, substantially equal monthly installments over such twenty-four (24) month period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer.
Appears in 1 contract
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in reduction by the Company of Executive’s duties, responsibilities, authority, duties or responsibilities reporting relationship such that Executive no longer serves in as set forth substantive, senior executive role for the Company comparable in Section 2stature to Executive’s current role;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(ED) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(E) The Company provides 90 days’ notice to the Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e2(e)(i)(A), or (D)-(F), the Term of this Agreement shall end as of such termination from employment, and the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a2(a);
(B) Continuation Payment of an amount equal to ___ times the Executive’s Base Salary plus an amount equal to ___ times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 2(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A2(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and
(D) Provided A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.
(iii) In the event that the Executive elects COBRA coverage, the Company shall pay terminates the Executive’s COBRA premium payments consistent employment with the group healthCompany for Good Reason pursuant to Section 2(e)(i)(B) or (C), dental the Term of this Agreement shall end as of such termination from employment, and vision coverage the Executive will be entitled to the payments and benefits described above in existence Sections 2(e)(ii)(A), (C) and (D), and further entitled to:
(A) Payment of an amount equal to ___ times the Executive’s Base Salary plus an amount equal to ___ times target annual incentive compensation in effect on the date of the Executive’s termination beginning on of employment, provided that for purposes of this Section 2(e)(iii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(e)(iii) shall be paid immediately following the date of termination and continuing until be made in accordance with the earlier of: (A) the 12th consecutive month following the ExecutiveCompany’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employernormal payroll practices.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (First Defiance Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year a period of time equal to the greater of (I) the remainder of the Term; and (II) 12 months following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coveragecoverage and provided that such COBRA coverage remains in effect under applicable law, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer.
Appears in 1 contract
Samples: Employment Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in reduction by the Company of Executive’s duties, responsibilities, authority, duties or responsibilities reporting relationship such that Executive no longer serves in as set forth substantive, senior executive role for the Company comparable in Section 2stature to Executive’s current role;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(ED) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(E) The Company provides 90 days’ notice to the Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e2(e)(i)(A), or (D)-(F), the Term of this Agreement shall end as of such termination from employment, and the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a2(a);
(B) Continuation Payment of an amount equal to 2 (two) times the Executive’s Base Salary plus an amount equal to 2 (two) times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 2(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A2(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and
(D) Provided A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.
(iii) In the event that the Executive elects COBRA coverage, the Company shall pay terminates the Executive’s COBRA premium payments consistent employment with the group healthCompany for Good Reason pursuant to Section 2(e)(i)(B) or (C), dental the Term of this Agreement shall end as of such termination from employment, and vision coverage the Executive will be entitled to the payments and benefits described above in existence Sections 2(e)(ii)(A), (C) and (D), and further entitled to:
(A) Payment of an amount equal to 1 (one) times the Executive’s Base Salary plus an amount equal to 1(one) times target annual incentive compensation in effect on the date of the Executive’s termination beginning on of employment, provided that for purposes of this Section 2(e)(iii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) –
(v) Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(e)(iii) shall be paid immediately following the date of termination and continuing until be made in accordance with the earlier of: (A) the 12th consecutive month following the ExecutiveCompany’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employernormal payroll practices.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (United Community Financial Corp)
Good Reason Termination. The Executive You may resign and terminate the Term and the Executive’s your employment with the Company hereunder for “Good Reason” upon not less than 30 days prior at any time during the Employment Term by written notice to Blockbuster not more than thirty (30) days after you learn of the Company if occurrence of the Company fails event constituting “Good Reason”. Such notice shall state an effective date no later than ten (10) business days after the date it is given. Blockbuster shall have ten (10) business days from the giving of such notice to fully cure the effect alleged cause for “Good Reason”. “Good Reason shall mean, without your prior written consent, other than as a result of such condition within 30 days following receipt the termination of Executive’s written notice.
your employment for “cause” (as defined above) or as a result of your permanent disability: (i) For purposes reductions in your then Salary, Target Bonus or Deferred Compensation level; (ii) the assignment to you by Blockbuster of this Agreementduties substantially inconsistent with your positions, duties, titles, offices or responsibilities; (iii) the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any withdrawal of the following events occur without the Executive’s consent:
(A) A a material part of, or a material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authorityin, duties your positions, duties, titles, offices or responsibilities as set forth in Section 2;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly paragraph 2 to the Board degree that you determine in good faith that you cannot exercise the authority of Directors your offices; (iv) the material breach by Blockbuster of its material obligations hereunder (including, without limitation, the failure to appoint or elect you to, or your removal from, the positions of Chief Executive Officer, member of the Company or its Affiliates or any Board or, subject to the provisions in the last sentence of their successorsthis paragraph 10(b), survivors or assigns;
Chairman of the Board); (Dv) A material diminution in title;
the relocation of Blockbuster’s principal place of business outside of the Dallas, Texas metropolitan area if such relocation has not been approved by you; (Evi) A material a change in the geographic location reporting structure so that you report to someone other than the Board; or (vii) the failure of Blockbuster to provide you, upon the execution of any written agreement relating to a transaction in which all or substantially all of Blockbuster’s assets and/or stock will be sold or transferred, with written confirmation that the Executive must acquiring or successor entity, as the case may be, has expressly assumed this Agreement and, notwithstanding such written confirmation, the failure of Blockbuster to obtain the assumption in writing of its obligation to perform services under this Agreement; or
any agreement between you and Blockbuster by any successor to all or substantially all Xxxx X. Xxxxxxx June 18, 2004 of the assets of Blockbuster within ten (F10) Any other action business days after such a transaction in which all or inaction that constitutes a material breach substantially all of this AgreementBlockbuster’s assets and/or stock are sold or transferred. Notwithstanding the foregoing, Good Reason shall cease the failure to exist for an event on reappoint or reelect you to, or your removal from, the 90th day following position of Chairman of the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control Board shall not constitute “Good Reason” for if such action is made in response to (i) a law or regulation or ruling adopted by the Executive to voluntarily terminate Securities and Exchange Commission, the Term and the Executive’s employment.
New York Stock Exchange or other regulatory or legislative body having jurisdiction or regulatory authority over Blockbuster requiring such removal, (ii) In the event that person appointed to the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment position of Chairman of the Accrued Obligations in accordance with the schedule described in Section 4(a);
Board is a non-executive Chairman, and (Biii) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior you continue to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal report directly and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant exclusively to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible Board as a full-time employee to participate in the group health plan of any other employerwhole.
Appears in 1 contract
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material purposeful diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a A requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their respective successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(F) The Company provides 90 days’ notice to Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(FG) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a4(a)(ii);
(B) Continuation Payment of an amount equal to 2.0 times the Executive’s Base Salary plus an amount equal to 2.0 times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 4(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 4(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 4(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A4(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan;
(D) A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment; and
(DE) Provided In the event that the Executive Company elects COBRA coverage, the Company shall pay to terminate the Executive’s COBRA premium payments consistent with employment due to Disability, the group healthExecutive will be entitled to continued payment, dental up to the age of sixty-five, of the amounts Executive is entitled to receive under the Company’s term life insurance programs and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the any supplemental term life insurance applicable to Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer.
Appears in 1 contract
Samples: Employment Agreement (United Community Financial Corp)
Good Reason Termination. The Executive shall become entitled to terminate his employment for Good Reason and to receive the Severance Compensation provided for in Section 6.2 below, if (i) a Change in Control of the Company occurs while Executive is still employed as the Company’s CEO, (ii) a Good Reason Event (as defined in Section 1.8 hereof) occurs as a direct result of, or at the time of or within (but not later than) twelve (12) months following, the consummation of such Change in Control of the Company, and (iii) Executive terminates his employment and all positions he may resign and terminate the Term and the Executive’s employment hold with the Company for or the Surviving Person (if other than the Company), due to the occurrence of such Good Reason Event by giving the Company or the Surviving Person (if other than the Company) a Good Reason Termination Notice within not more than fifteen (15) days immediately following the date on which Executive is first notified, whether by the Company or the Surviving Person (as the case may be), in writing of the occurrence of such Good (such 15-day period, the “Good Reason” upon not less than 30 days prior written notice Reason Notice Period”); provided, however, that, notwithstanding anything to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of contrary that may be set forth above in this Section 6.1 or elsewhere in this Agreement, the it is expressly agreed that Executive will have “Good Reason” shall not be entitled to terminate the Executive’s his employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly due to the Board occurrence of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event Event on the 90th day or within 12 months following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence consummation of a Change in Control of the Company, if (x) the Company or the Surviving Person was required to take any of actions set forth in Section 1.8 in order to comply with any applicable laws or government regulations or any order, ruling, instruction or determination of any government agency having jurisdiction over Company or the Surviving Person or its Parent (if any); (y) Executive fails to give the Company or the Surviving Person, as the case maybe, the required Good Reason Termination Notice within the aforesaid fifteen (15) day Good Reason Notice Period, or (iii) the Company or Surviving Person (as the case may be) rescinds the Good Reason Event by written notice given to Executive within fifteen (15) days of the receipt by the Company or the Surviving Person (as the case may be) of the Good Reason Termination Notice from Executive. For the avoidance of any doubt, if Executive fails to give a Good Reason Termination Notice to the Company or the Surviving Person (if other than the Company) within the 15-day Good Reason Notice Period, Executive shall be deemed to have consented to the taking by the Company or the Surviving Company (as the case may be) of the action constituting the Good Reason Event and shall not constitute “Good Reason” for be entitled to receive the Executive Severance Compensation set forth in Section 6.2 below due to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for occurrence of such Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerEvent.
Appears in 1 contract
Samples: Employment Agreement (Coast Distribution System Inc)
Good Reason Termination. The Executive may resign and terminate Subject to the Term and the following, Executive’s employment with shall terminate thirty (30) days following the Company written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.6 (termination pursuant to this Section 1.6.6 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.6, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason” upon not less than 30 days prior written notice to ”, which, as used herein, shall mean the Company if the Company fails to fully cure the effect occurrence of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s express written consent:
(Ai) A material diminution any change in the Executive’s Base Salarytitles or positions from those contemplated by this Agreement or failure of the Boards of Directors of Employer to appoint, nominate, or elect, as applicable, Executive to any such positions, as contemplated by Sections 1.2.1 and 1.2.2(i);
(Bii) A material diminution on or prior to the CEO Succession Date, the assignment to Executive of duties inconsistent with the position and status of Chairman and Chief Executive Officer of Employer or, following the CEO Succession Date and prior to the Chairman Succession Date, the assignment to Executive of duties inconsistent with the position and status of Executive Chairman of Employer;
(iii) a reduction by Employer in the Executive’s authorityannual Base Salary as then in effect;
(iv) the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, duties or responsibilities adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Employment Term;
(v) a reduction in Executive’s incentive compensation targets, including, without limitation, equity-based incentive compensation targets;
(vi) a relocation of Executive’s principal place of employment from that set forth in Section 2;
this Agreement resulting in a material increase in Executive’s commute to and from Executive’s primary residence (Cfor this purpose a one-way increase in Executive’s commute by thirty-five (35) To the extent applicable, a requirement that the Executive report to a corporate officer miles or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreementmore shall be deemed material); or
(Fvii) Any other action or inaction any purported termination of the employment of Executive by Employer that constitutes a material breach of is not effected in accordance with this Agreement. Notwithstanding the foregoing; provided, however, that an event shall not constitute Good Reason shall cease to exist for unless, within ninety (90) days of the initial existence of an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereofevent, unless the Executive has given the Company gives Employer at least thirty (30) days’ prior written notice of Executive’s intent to terminate prior to such date. The mere occurrence event setting forth a description of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for circumstances constituting Good Reason pursuant and Employer fails to this Section 4(e), cure such event within the Executive will be entitled to:
thirty- (A30-) Payment day period following Employer’s receipt of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerwritten notice.
Appears in 1 contract
Samples: Employment Agreement (Bb&t Corp)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in reduction by the Company of Executive’s duties, responsibilities, authority, duties or responsibilities reporting relationship such that Executive no longer serves in as set forth substantive, senior executive role for the Company comparable in Section 2stature to Executive’s current role;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(ED) A material change in the geographic location in which the Executive must perform services under this Agreement. For purposes of this Agreement, a material change in the geographic location shall mean the relocation of the Executive’s principal place of employment to a new location that is over 50 miles from the former location(s);
(E) The Company provides 90 days’ notice to the Executive that it will not renew the Agreement or offer the Executive a substantially similar agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of the Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e2(e)(i)(A), or (D)-(F), the Term of this Agreement shall end as of such termination from employment, and the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a2(a);
(B) Continuation Payment of an amount equal to 2 (two) times the Executive’s Base Salary plus an amount equal to 2 (two) times target annual incentive compensation in effect on the date of the Executive’s termination of employment oremployment, if greaterprovided that for purposes of this Section 2(e)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the Executive’s Base Salary in effect immediately prior to any event described in payment due under this Section 4(e)(i)(A2(e)(ii) for one year following the date of the Executive’s termination, which payments shall begin be paid immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable made in accordance with the Company’s normal payroll practices, over such period;.
(C) Any Payment of any accrued but unpaid annual bonusincentive award, which shall be paid pursuant to the terms of the applicable bonus incentive plan; and
(D) Provided A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.
(iii) In the event that the Executive elects COBRA coverage, the Company shall pay terminates the Executive’s COBRA premium payments consistent employment with the group healthCompany for Good Reason pursuant to Section 2(e)(i)(B) or (C), dental the Term of this Agreement shall end as of such termination from employment, and vision coverage the Executive will be entitled to the payments and benefits described above in existence Sections 2(e)(ii)(A), (C) and (D), and further entitled to:
(A) Payment of an amount equal to 1 (one) times the Executive’s Base Salary plus an amount equal to 1(one) times target annual incentive compensation in effect on the date of the Executive’s termination beginning on of employment, provided that for purposes of this Section 2(e)(iii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise mutually agreed to by the Executive and the Company, the payment due under this Section 2(e)(iii) shall be paid immediately following the date of termination and continuing until be made in accordance with the earlier of: (A) the 12th consecutive month following the ExecutiveCompany’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employernormal payroll practices.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (United Community Financial Corp)
Good Reason Termination. The Executive may resign and terminate Subject to the Term and the following, Executive’s employment with shall terminate thirty (30) days following the Company written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.6 (termination pursuant to this Section 1.6.6 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.6, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason” upon not less than 30 days prior written notice to ”, which, as used herein, shall mean the Company if the Company fails to fully cure the effect occurrence of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s express written consent:
(Ai) A material diminution any change in the Executive’s Base Salarytitles or positions from those contemplated by this Agreement or failure of the Boards of Directors of Employer to appoint, nominate, or elect, as applicable, Executive to any such positions, as contemplated by Sections 1.2.1 and 1.2.2(i);
(Bii) A material diminution on or prior to the CEO Succession Date, the assignment to Executive of duties inconsistent with the position and status of President and Chief Operating Officer of Employer or, following the CEO Succession Date, the assignment to Executive of duties inconsistent with the position and status of Chief Executive Officer of Employer;
(iii) a reduction by Employer in the Executive’s authorityannual Base Salary as then in effect;
(iv) the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, duties or responsibilities adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Employment Term;
(v) a reduction in Executive’s incentive compensation targets, including, without limitation, equity-based incentive compensation targets;
(vi) a relocation of Executive’s principal place of employment from that set forth in Section 2;
this Agreement resulting in a material increase in Executive’s commute to and from Executive’s primary residence (Cfor this purpose a one-way increase in Executive’s commute by thirty-five (35) To the extent applicable, a requirement that the Executive report to a corporate officer miles or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreementmore shall be deemed material); or
(Fvii) Any other action or inaction any purported termination of the employment of Executive by Employer that constitutes a material breach of is not effected in accordance with this Agreement. Notwithstanding the foregoing; provided, however, that an event shall not constitute Good Reason shall cease to exist for unless, within ninety (90) days of the initial existence of an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereofevent, unless the Executive has given the Company gives Employer at least thirty (30) days’ prior written notice of Executive’s intent to terminate prior to such date. The mere occurrence event setting forth a description of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for circumstances constituting Good Reason pursuant and Employer fails to this Section 4(e), cure such event within the Executive will be entitled to:
thirty- (A30-) Payment day period following Employer’s receipt of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerwritten notice.
Appears in 1 contract
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company Employer for “Good Reason” Reason upon not less than 30 60 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written noticeEmployer.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company Employer if any of the following events occur without the Executive’s consent:consent (provided the Employer does not cure the effect of such event within 30 days following its receipt of written notice of such event from the Executive).
(A) The assignment of duties and responsibilities inconsistent with Executive’s status as Chief Executive Officer of the Employer, unless the Executive has simultaneously been promoted to a more senior position and has been assigned substantive duties normally associated with that new position.
(B) A material diminution reassignment which requires Executive to move his office more than fifty (50) miles from the location of the Employer’s principal executive office;
(C) Any reduction in the Executive’s Base SalarySalary as in effect on the date hereof or as the same may be increased from time to time, except such reductions that are the result of a national financial depression, or national or bank emergency when such reduction has been implemented for the Employer’s senior management, as a group;
(BD) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a Any requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in titleBoard;
(E) A material change in Failure at any time to obtain an assumption of the geographic location in which the Executive must perform services obligations under this AgreementAgreement by any successor, regardless of whether such entity becomes a successor as a result of a merger, consolidation, sale of assets or any other form of reorganization; orand
(F) Any other action or inaction that constitutes a material breach of this AgreementAgreement or any unsuccessful attempt to terminate the Executive for Cause. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company Employer written notice of such event and the Executive’s intent to terminate for Good Reason prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company Employer for Good Reason pursuant to this Section 4(e5(f), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule as described in Section 4(a);5(a)(ii) of this Agreement; and
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A5(f)(i)(C) for one year two years following the date of the Executive’s termination, termination which payments shall begin immediately to be paid within 60 days following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the CompanyEmployer’s normal payroll practices, practices over such period;; and
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms Continuation of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage insurance coverages in existence on the date of termination beginning on the date of termination and continuing until for twelve consecutive months thereafter. After expiration of this period, the earlier of: (A) Executive shall be eligible to continue such coverages provided that the 12th consecutive month following Executive properly elects COBRA continuation coverage and pays the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerapplicable premiums.
Appears in 1 contract
Good Reason Termination. The Executive You may resign and terminate your employment under this Agreement for Good Reason at any time during the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior by written notice to Viacom no more than thirty (30) days after the Company if occurrence of the Company fails to fully cure event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) business days after the effect date it is given. Viacom shall have ten (10) business days from the giving of such condition notice within 30 days following receipt which to cure and, in the event of Executive’s written notice.
such cure, your notice shall be of no further force or effect. Good Reason shall mean without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with your Disability): (i) For purposes the assignment to you of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth substantially inconsistent with your position(s) or duties; (ii) the withdrawal of material portions of your duties described in Section 2;
(C) To the extent applicable, paragraph 2 or a requirement change in your reporting relationships such that the Executive you do not report to a corporate officer or employee instead of reporting directly and solely to the Board Chairman or, if the Chairman ceases to serve as the Chief Executive Officer of Directors Viacom, to the Chief Executive Officer of Viacom (or, if there are Co-Chief Executive Officers, one or both of the Company Co-Chief Executive Officers), or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which event that Viacom separates into two businesses, to the NEWCO Chairman or, if the NEWCO Chairman ceases to serve as the Chief Executive must perform services Officer of NEWCO, to the Chief Executive Officer of NEWCO or, if Tom Freston serves as the Chief Operating Officer of NEWCO, to the Cxxxx Xxxxxxing Officer of NEWCO; (iii) the material breach by Viacom of its material obligations under this Agreement; or
or (F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (Aiv) the 12th consecutive month following relocation of your position outside the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerNew York City metropolitan area.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc)
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company Employer for “Good Reason” upon not less than if (A) the Executive gives written notice of the Good Reason event to the Employer within 90 days after the Executive first learns of the event constituting Good Reason, (B) the Good Reason event remains uncured for 30 days after notice of the event is given, and (C) the Executive gives 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition her resignation within 30 days following receipt after expiration of Executive’s written noticesuch cure period.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company Employer if any of the following events occur without the Executive’s consent:consent (provided the Employer does not fully cure the effect of such event within 30 days following its receipt of written notice of such event from the Executive):
(A) A material diminution in reduction of the Executive’s ’ Base Salary;
(B) A relocation of the Executive’s principal place of employment to a location more than 50 miles from her principal place of employment before such relocation;
(C) The Employer assigns the Executive to duties that are materially inconsistent in any respect with the Executive’s position (including, without limitation, her status, office and title) authority, duties or responsibilities, or takes any other action that results in a material diminution in the Executive’s position, authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assignsresponsibilities;
(D) A material diminution in title;The Employer changes the Executive’s reporting structure within the organization so that she no longer reports directly to the Board; or
(E) A The Employer materially breaches any material change covenant, or obligation set forth in the geographic location in which the Executive must perform services under this Agreement; or
(F) Any Agreement or any other action written agreement, plan or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employmentarrangement.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company Employer for Good Reason pursuant to this Section 4(e5(f), the Executive will be entitled to:
(A) Payment of to receive the Accrued Obligations in accordance with the schedule payments and benefits described in Section 4(a);
(B5(d) Continuation of hereof, as if her employment had been terminated by the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(D) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employerEmployer without Cause.
Appears in 1 contract
Samples: Employment Agreement (Diamond Hill Investment Group Inc)
