Common use of Non-Renewal of Agreement Clause in Contracts

Non-Renewal of Agreement. a. If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

Appears in 2 contracts

Samples: Employment Agreement (FB Financial Corp), Employment Agreement (FB Financial Corp)

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Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Non-CIC Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting Equity Award Treatment as and to the extent set forth in Section 6(a)(vi6(a)(v). Notwithstanding the foregoing, Bank shall be obligated to provide the Non-CIC Severance Amount and Amount, the Health Coverage Benefit and Equity Award Treatment only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Non-CIC Severance Amount Amount, Health Coverage Benefit and Equity Award Treatment shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

Appears in 1 contract

Samples: Employment Agreement (FB Financial Corp)

Non-Renewal of Agreement. a. If (i)If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”)Term, Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

Appears in 1 contract

Samples: Employment Agreement (FB Financial Corp)

Non-Renewal of Agreement. a. If (i)If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

Appears in 1 contract

Samples: Employment Agreement (FB Financial Corp)

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

Appears in 1 contract

Samples: Employment Agreement (FB Financial Corp)

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Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting Equity Award Treatment as and to the extent set forth in Section 6(a)(vi6(a)(v). Notwithstanding the foregoing, Bank shall be obligated to provide Severance Amount, the Severance Amount and Health Coverage Benefit and Equity Award Treatment only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Severance Amount Amount, Health Coverage Benefit and Equity Award Treatment shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable. (d)

Appears in 1 contract

Samples: Employment Agreement (FB Financial Corp)

Non-Renewal of Agreement. a. If Employer elects this Agreement is not to renew renewed at the end of the Term pursuant to Section 2 hereof, and within upon or following such non-renewal the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment with the Company terminates for any reason, but the Executive remains an active member of the Board then such service as a Board member shall be considered continued employment for purposes of determining the vesting of RSUs and any other form of long-term incentive compensation, and, subject to paragraph 15(n), while on the Board, the Executive shall remain entitled to continuing health coverage for himself and his household at the Company’s expense. If this Agreement is not renewed at the end of the Term and upon or following such non-renewal the Executive’s employment with the Company terminates for any reason and the Executive is removed from the Board involuntarily (other than for Cause, death, ) or Disability, then, notwithstanding is not reelected to the expiration Board (despite his willingness to remain an active member of the Term Board), then upon the Executive’s removal from the Board, (i) the Executive’s unvested RSUs and subject to Section 12 hereof, Bank any other form of long-term incentive compensation shall pay to Executive the Severance Amount, payable pursuant become vested to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit same extent as set forth in Section 6(a)(iiiclauses (G) and (H) of paragraph 8(d) and (ii) the Executive shall receive an amount equal to the sum of the Base Salary then in effect as of the date of non-renewal plus the highest Annual Bonus paid in the three (3) years prior to the date of non-renewal in consideration of the restrictions imposed within paragraph 10. Payment of the benefits upon removal from the Board under clauses (i) (“Non-Renewal Severance”solely with respect to RSUs or other compensation that is intended to be exempt from Section 409A under Treas. Reg. §1.409A-1(b)(4). Additionally, any unvested equity awards held by Executive ) and (ii) of this paragraph 9 shall be subject to Accelerated Vesting as and to made no later than seventy-four (74) days following removal from the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employmentBoard.

Appears in 1 contract

Samples: Service Agreement (Montpelier Re Holdings LTD)

Non-Renewal of Agreement. a. If Employer elects In the event that this Agreement is not to renew the Term renewed pursuant to Section 2 4 hereof, Executive shall be an “at-will” employee and within the 12 months following the expiration upon any termination of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Causewith Holdings, deathall obligations of Holdings and the CBOT hereunder shall cease immediately, or Disabilityexcept that Executive shall be entitled to the payments and benefits specified in Section 5(b)(i) and 5(b)(v) hereof. In addition, then, notwithstanding any unvested portion of the Restricted Stock and any unvested portion of the Time Vested Option shall become fully vested as of the date of termination of Executive. Any remaining portion of the unvested Performance Option shall be deemed cancelled and forfeited on the date of the expiration of the Term Employment Period. Any vested and subject unexercised portion of the Option, shall remain exercisable for a period of ninety (90) days following the termination of employment and shall thereafter be deemed cancelled and forfeited without further consideration to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi)Executive. Notwithstanding the foregoing, Bank if Holdings elects not to renew this Agreement pursuant to Section 4 hereof, Holdings shall be obligated have the option (i) to provide select a Non-Compete Period following the Severance Amount and Health Coverage Benefit only if end of the Employment Period of 6 months by paying Executive a lump sum equal to his annual Base Salary as then in effect, or (Aii) within 45 days to maintain the effectiveness of Section 8 for a period of 12 months after the Date end of the Employment Period by paying Executive the Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified Amount. Holdings must provide notice of its election of option (i) or (ii) in the Release Agreement, and (B) 6 month notice to Executive fully complies with the obligations set forth in required under Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment4.

Appears in 1 contract

Samples: Employment Agreement (Cbot Holdings Inc)

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