Notice Period. Employee and Company understand and agree that should Employee terminate employment he/she will give Company thirty (30) days' advance written notice (the "Notice Period"). Company may, at its option, pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a party's exercise of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause. 4.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement. 4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible. 4.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement. 4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 5 contracts
Samples: Executive Employment Agreement (College Bound Student Alliance Inc), Executive Employment Agreement (College Bound Student Alliance Inc), Executive Employment Agreement (College Bound Student Alliance Inc)
Notice Period. Employee 11.1 Subject to the provisions of Clauses 6 (Probation), 12 (Summary Dismissal), 23 (Background checks) and 24 (Evidence of right to work, licenses, permissions, etc.), on successful completion of your probation period, either you or the Company understand and must give 60 days' notice in writing to terminate your employment. The Company reserves the right to terminate your employment by means of payment of salary in lieu of notice. You agree that should Employee with the Company's prior written consent you may terminate your employment hewithout notice, however you will be liable to make payment to the Company of the equivalent of your salary for any part of your notice period which you do not serve. The Company, however, reserves the sole right to waive the notice period or a part thereof, or accept payment from you in lieu of such notice period.
11.2 Notwithstanding anything stated under this Contract, your resignation shall not be effective unless specifically accepted by the Company and the Company has a right to reject/she not accept your resignation on such grounds as the Company deems fit. Unless such resignation is accepted by the Company, you will give remain an employee of the Company. However, nothing in this Contract shall be construed as imposing on the Company thirty (30) days' advance written any obligation to provide work to you or as giving you the right to perform any work for the Company.
11.3 After the notice to terminate your employment has been given by the Company or you, the Company may in its absolute discretion, for all or any part of the notice period (the "Notice Garden Leave Period")):
a) relieve you of any of your duties;
b) assign to you reduced or alternative duties;
c) prohibit contact and/or dealings between you and client, customer, supplier, agent, professional adviser, broker, or banker of the Company or any employee of the Company without the prior written permission of the Company; and/or d) exclude you from any offices of the Company or Affiliates Such action shall not constitute a breach of this Contract nor shall you have any claim against the Company in respect of such action. During the Garden Leave Period, you shall remain readily contactable and available for work. If so requested, you shall report for work at such time and place as the Company maymay require. Your obligations as an employee, at its optionincluding your duties of fidelity and confidentiality, pay Employee for will continue throughout the Notice Period in lieu of active employment during the Notice Garden Leave Period. It is understood that a party's exercise Salary and other contractual benefits shall continue to be paid or provided despite such suspension and/or exclusion provided you comply with the terms of your employment including under this Contract and/or other Policies.
11.4 Upon termination of your employment for whatever reason, you shall immediately return all property whatsoever belonging to or provided by the Company or any of its rights under this Paragraph shall be Affiliates or by third parties as a direct or indirect consequence of your employment, which is in your possession and/or control, including without prejudice to limitation credit cards, security pass, laptops, hard and/or soft copy documents, disks (and other means of storing or recording information) and any other right Confidential Information as defined in Clause 15 (Confidentiality), you shall not retain or remedy which it may have at law, in equity, or under this Agreement, including, take any copies thereof without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment prior written consent of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered Company. You must return to the Company a general release of all claims against the Company Confidential Information and its stockholders, directors property (including documents and employees in form and substance satisfactory tangible items) which belongs to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of its Affiliates or their respective clients which contains or refers to any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secretswhich is in your possession or under your control. In the event you are working from home at the time of termination of your employment, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which you may be available required to return Company property in the manner prescribed under this Agreement and/or the Policies relating to confirm that Employee clearly understands the nature and scope work from home, or as otherwise required of all of his/her post-employment obligationsyou.
Appears in 4 contracts
Samples: Employment Agreement, Employment Agreement, Employment Agreement
Notice Period. Employee The Grantee acknowledges and Company understand and agree agrees that should Employee the Designated Service Recipient may terminate employment he/she will give Company thirty (30) days' his or her employment, engagement, association or other similar affiliation with the Designated Service Recipient at any time for any reason or for no reason at all with or without reasons constituting Cause. The Designated Service Recipient or the Grantee, as applicable, shall provide advance written notice (which may be by email) of the "termination of the Grantee’s employment, engagement, association or other similar affiliation with the Designated Service Recipient at least [●] days prior to actual termination (such [●]-day period, the “Notice Period"”); provided, however, that no advance notice shall be required by the Designated Service Recipient and the provisions of this Section 3 shall not be applicable to the Designated Service Recipient if the Grantee’s employment, engagement, association or other similar affiliation is terminated by the Designated Service Recipient for reasons constituting Cause or due to any conduct by Grantee that, in the judgment of the Designated Service Recipient in its sole discretion, amounts to gross negligence or reckless or willful misconduct. Company mayNotice pursuant to this Section 3 shall be provided by the Grantee to any of the Chief Executive Officers, at its optionPresidents, pay Employee for Chief Operating Officers, General Counsel or Chief Human Resources Officer of the KKR Group. During the Notice Period Period, the Grantee shall perform his or her regular duties and any transitional responsibilities (including but not limited to helping to transition work, projects, and Client relationships internally to others) as determined and directed by the Designated Service Recipient in lieu its sole discretion, and Grantee shall not be employed, engaged, associated or otherwise similarly affiliated with any business other than the business of active employment the KKR Group; provided, however, the Designated Service Recipient reserves the right to require the Grantee not to be in the offices of the KKR Group, not to undertake all or any of the Grantee’s duties or not to contact Clients or Prospective Clients (as defined in Section 5 below), other persons employed, engaged, associated or otherwise similarly affiliated with the KKR Group, or others (or any combination thereof) unless otherwise instructed during all or any part of the Notice Period. It is understood that a party's exercise During the Notice Period, and except as provided in the next sentence, the Grantee shall continue to receive his or her salary, and the Grantee shall not be entitled to receive or be considered for payment of its rights under this Paragraph shall be without prejudice to any other right amount for his or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect her services during the Notice Period payment of the salary only (including without limitation any bonus or any other compensation equity award). In addition, the Designated Service Recipient in its sole discretion may elect to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during reduce the Notice Period does not breach and pay the provisions Grantee his or her salary, but no other amount, for the period from the conclusion of Sections 5 and 6 hereof, which provisions shall extend beyond the term reduced Notice Period to the end of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the original Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to Grantee’s employment, engagement, association or other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees thatsimilar affiliation with the KKR Group, prior to the expiration shall be terminated as of the day immediately following the conclusion of the reduced Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 2 contracts
Samples: Public Company Holdings Unit Award Agreement (KKR & Co. L.P.), Public Company Holdings Unit Award Agreement (KKR & Co. L.P.)
Notice Period. Employee The Grantee acknowledges and Company understand and agree agrees that should Employee the Designated Service Recipient may terminate employment he/she will give Company thirty (30) days' his or her employment, engagement, association or other similar affiliation with the Designated Service Recipient at any time for any reason or for no reason at all with or without reasons constituting Cause. The Designated Service Recipient or the Grantee, as applicable, shall provide advance written notice (which may be by email) of the "termination of the Grantee’s employment, engagement, association or other similar affiliation with the Designated Service Recipient at least 90 days prior to actual termination (such 90-day period, the “Notice Period"”); provided, however, that no advance notice shall be required by the Designated Service Recipient and the provisions of this Section 3 shall not be applicable to the Designated Service Recipient if the Grantee’s employment, engagement, association or other similar affiliation is terminated by the Designated Service Recipient for reasons constituting Cause or due to any conduct by Grantee that, in the judgment of the Designated Service Recipient in its sole discretion, amounts to gross negligence or reckless or willful misconduct. Company mayNotice pursuant to this Section 3 shall be provided by the Grantee to any of the Chief Executive Officers, at its option, pay Employee for General Counsel or Chief Human Resources Officer of the KKR Group. During the Notice Period Period, the Grantee shall perform his or her regular duties and any transitional responsibilities (including but not limited to helping to transition work, projects, and Client relationships internally to others) as determined and directed by the Designated Service Recipient in lieu its sole discretion, and Grantee shall not be employed, engaged, associated or otherwise similarly affiliated with any business other than the business of active employment the KKR Group; provided, however, the Designated Service Recipient reserves the right to require the Grantee not to be in the offices of the KKR Group, not to undertake all or any of the Grantee’s duties or not to contact Clients or Prospective Clients (as defined in Section 5 below), other persons employed, engaged, associated or otherwise similarly affiliated with the KKR Group, or others (or any combination thereof) unless otherwise instructed during all or any part of the Notice Period. It is understood that a party's exercise During the Notice Period, and except as provided in the next sentence, the Grantee shall continue to receive his or her salary, and the Grantee shall not be entitled to receive or be considered for payment of its rights under this Paragraph shall be without prejudice to any other right amount for his or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect her services during the Notice Period payment of the salary only (including without limitation any bonus or any other compensation equity award). In addition, the Designated Service Recipient in its sole discretion may elect to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during reduce the Notice Period does not breach and pay the provisions Grantee his or her salary, but no other amount, for the period from the conclusion of Sections 5 and 6 hereof, which provisions shall extend beyond the term reduced Notice Period to the end of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the original Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to Grantee’s employment, engagement, association or other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees thatsimilar affiliation with the KKR Group, prior to the expiration shall be terminated as of the day immediately following the conclusion of the reduced Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 2 contracts
Samples: Public Company Holdings Unit Award Agreement (KKR & Co. Inc.), Public Company Holdings Unit Award Agreement (KKR & Co. L.P.)
Notice Period. 8.1 The period of notice will be twelve weeks, whether notice of termination of employment is given by the Company to the Employee, or by the Employee and to the Company, provided that no notice is required if the Company understand and agree that should terminates the Employee “for cause” in accordance with Section 11.1. The Employee’s employment with the Company will automatically terminate employment he/she will upon his death.
8.2 When resigning from the Company, the Employee is required to give Company thirty (30) days' advance written notice (to the "Notice Period")Board of Directors of the General Partner of the Company.
8.3 Whilst the Employee is serving out any period of notice, the Company reserves the right to give the Employee no duties and/or to exclude the Employee from the Company’s premises for all or part of that period. The Employee will be paid as normal under Section 4.1 during any time that he has no duties and/or is excluded from the firm’s premises. However, the Company mayreserves the right to set some or all of any accrued holiday entitlement against the period of notice, at in which case the accrued entitlement would not be paid on the termination date.
8.4 The Company reserves the right in its option, discretion to pay the Employee for the Notice Period basic salary under Section 4 in lieu of active notice of termination. Such payment will be equal to twelve weeks of salary and will be payable to the Employee within thirty days of the employment during termination date.
8.5 To the Notice Period. It is understood extent that a party's exercise of its rights any amount payable under this Paragraph shall be without prejudice to Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code) following a “separation from service” (as defined in Section 409A of the Internal Revenue Code), including any amount payable under this Section 8, then, notwithstanding any other right or remedy which it may have at lawprovision in this Agreement to the contrary, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall will not be made if and to the Employee until the day after the date that is six months following the Employee’s “separation from service,” but only if the Employee has executed and delivered is deemed by GLG Partners, Inc., in accordance with any relevant procedures that it may establish, to the Company be a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration “specified employee” under Section 409A of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Internal Revenue Code at the time the Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee “separates from service.” This Section 8.5 will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains be applicable after the sole and exclusive property of Company and subject to the terms of this AgreementEmployee’s death.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 2 contracts
Samples: Employment Agreement (GLG Partners, Inc.), Employment Agreement (GLG Partners, Inc.)
Notice Period. Employee 11.1 Subject to the provisions of Clauses 6 (Probation), 12 (Summary Dismissal), 23 (Background checks) and 24 (Evidence of right to work, licenses, permissions, etc.), on successful completion of your probation period, either you or the Company understand and must give 2 months' notice in writing to terminate your employment. The Company reserves the right to terminate your employment by means of payment of salary in lieu of notice. You agree that should Employee with the Company's prior written consent you may terminate your employment hewithout notice, however you will be liable to make payment to the Company of the equivalent of your salary for any part of your notice period which you do not serve. The Company, however, reserves the sole right to waive the notice period or a part thereof, or accept payment from you in lieu of such notice period.
11.2 Notwithstanding anything stated under this Contract, your resignation shall not be effective unless specifically accepted by the Company and the Company has a right to reject/she not accept your resignation on such grounds as the Company deems fit. Unless such resignation is accepted by the Company, you will give remain an employee of the Company. However, nothing in this Contract shall be construed as imposing on the Company thirty (30) days' advance written any obligation to provide work to you or as giving you the right to perform any work for the Company.
11.3 After the notice to terminate your employment has been given by the Company or you, the Company may in its absolute discretion, for all or any part of the notice period (the "Notice Garden Leave Period")):
a) relieve you of any of your duties;
b) assign to you reduced or alternative duties;
c) prohibit contact and/or dealings between you and client, customer, supplier, agent, professional adviser, broker, or banker of the Company or any employee of the Company without the prior written permission of the Company; and/or d) exclude you from any offices of the Company or Affiliates Such action shall not constitute a breach of this Contract nor shall you have any claim against the Company in respect of such action. During the Garden Leave Period, you shall remain readily contactable and available for work. If so requested, you shall report for work at such time and place as the Company maymay require. Your obligations as an employee, at its optionincluding your duties of fidelity and confidentiality, pay Employee for will continue throughout the Notice Period in lieu of active employment during the Notice Garden Leave Period. It is understood that a party's exercise Salary and other contractual benefits shall continue to be paid or provided despite such suspension and/or exclusion provided you comply with the terms of your employment including under this Contract and/or other Policies.
11.4 Upon termination of your employment for whatever reason, you shall immediately return all property whatsoever belonging to or provided by the Company or any of its rights under this Paragraph shall be Affiliates or by third parties as a direct or indirect consequence of your employment, which is in your possession and/or control, including without prejudice to limitation credit cards, security pass, laptops, hard and/or soft copy documents, disks (and other means of storing or recording information) and any other right Confidential Information as defined in Clause 15 (Confidentiality), you shall not retain or remedy which it may have at law, in equity, or under this Agreement, including, take any copies thereof without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment prior written consent of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered Company. You must return to the Company a general release of all claims against the Company Confidential Information and its stockholders, directors property (including documents and employees in form and substance satisfactory tangible items) which belongs to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of its Affiliates or their respective clients which contains or refers to any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secretswhich is in your possession or under your control. In the event you are working from home at the time of termination of your employment, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which you may be available required to return Company property in the manner prescribed under this Agreement and/or the Policies relating to confirm that Employee clearly understands the nature and scope work from home, or as otherwise required of all of his/her post-employment obligationsyou.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement
Notice Period. Employee and If Executive shall have been absent from his full-time duties hereunder for six (6) consecutive months as a result of a short-term incapacity or disability from which Executive is reasonably likely to continue to full employment, as such concept is defined in the insurance programs, from time to time, maintained by the Company understand and agree that should Employee ("Short-Term Disability") due to physical or mental illness or injury, then the Company may terminate Executive's employment he/she will hereunder. Company shall give Company Executive thirty (30) days' days advance written notice of such termination. Such notice may be given before or after the end of such six (6) month period, but which shall not be effective earlier than the "Notice Period")last day of such six (6) month period. Provided, however, such termination shall not be effective if Executive is able to resume his full-time duties at the conclusion of such thirty (30) day notice period. For purposes of the foregoing paragraphs, if the Company maydoes not have an insurance program which includes a definition of long-term disability or short-term disability, such terms shall have the meanings generally ascribed to them by the insurance industry. During such three (3) month or six (6) month period, the Company shall pay to Executive his base salary amount hereunder net of any disability insurance payments under policies maintained by the Company or RV Centers which are received by Executive; provided, however, that such payments shall be netted only to the extent that the premiums for such insurance are borne by the Company and are not paid or reimbursed by the Executive. Also, Executive may terminate his employment hereunder if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Executive shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at its optionthe Company's request made within thirty (30) days of the date of such written statement, pay Employee Executive shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Executive or Executive's doctor and such doctor shall have concurred in the conclusion of Executive's doctor. Notwithstanding the payments made pursuant to the provision of this subparagraph (b) above, in the event this Agreement is terminated as a result of Executive's incapacity or disability, Executive shall receive from the Company, in a lump-sum payment due within ten (10) days of the effective date of termination, the base salary at the rate then in effect for the Notice Period in lieu greater of active employment during (i) whatever time period is remaining under the Notice Period. It is understood that a party's exercise Initial Term of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice but for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staffmore than two (2) years, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement(ii) one (1) year.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 2 contracts
Samples: Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)
Notice Period. Employee and Company understand and agree that should Employee terminate employment he/she subsequent to the initial ninety (90) day trial period of this Agreement, he will give Company thirty (30) days' advance written notice (the "Notice Period"). Company shall give Employee a similar thirty (30) day notice in the event of any termination "without cause" pursuant to the Agreement. Company may, at its option, pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a A party's exercise of its rights under this Paragraph paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause"for cause."
4.1 a. Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be otherwise have been entitled to under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors directors, and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 b. Employee agrees that during the Notice Period, he/she Period he will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 c. Employee agrees that, prior to the expiration of the Notice Period, he/she he will make best efforts to return to Company all lists of prospects, candidates candidates, and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts contracts, and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential InformationInformation (as defined below). Employee will not retain any copy, facsimile facsimile, or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, secrets remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 d. Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her his post-employment obligations.
Appears in 1 contract
Samples: Executive Employment Agreement (College Bound Student Alliance Inc)
Notice Period. Employee and Company understand and agree that should Employee terminate employment he/she he will give Company thirty (30) days' advance written notice (the "Notice Period"). Company may, at its option, pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a party's exercise of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 2.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors directors, and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 2.2 Employee agrees that during the Notice Period, he/she he will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 2.3 Employee agrees that, prior to the expiration of the Notice Period, he/she he will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 2.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 1 contract
Samples: Executive Employment Agreement (Chartwell International Inc)
Notice Period. By accepting this Agreement and the Award listed herein, Employee and agrees to provide the Company understand and agree that should Employee terminate with advance notice of Employee’s resignation of employment he/she will give Company thirty or retirement, depending on level as specified below (30) days' advance written notice (the "“Notice Period"”). To be effective, notice must be provided to Employee’s manager. At the Company’s request, the Employee agrees to provide written notice. Huntington Bancshares Incorporated SVP 30 days EVP 60 days SEVP 90 days Employee also agrees to disclose any financial services entity or other competitor with which Employee has accepted employment or is considering accepting employment. After Employee provides effective notice, the Company may, at may in its option, pay Employee for discretion waive the Notice Period in lieu part or in its entirety. During any portion of active employment the Notice Period the Company does not waive, and provided Employee complies with Company policy, procedures, and directives, Employee will (1) receive Employee’s base salary or draw (as applicable), (2) continue to participate in any benefit plans for which Employee is eligible subject to the terms and conditions of such plans; and (3) receive any bonus, incentive, or vesting of equity awards, subject to governing plan documents or agreements. However, after Employee provides notice, Employee will not be eligible to receive any equity award grants. During the Notice Period, the Company may change or remove job responsibilities and/or restrict Employee’s access to facilities, confidential information, and email, phone, and computer systems. Employee will not accrue further PTO and must exhaust all previously accrued PTO during the Notice Period. It If there is understood that a party's exercise of its rights under this Paragraph shall be without prejudice insufficient time to any other right or remedy which it may have at law, exhaust accrued PTO in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period Period, Employee will receive payment of the salary only without bonus or any other compensation unused and accrued PTO pursuant to which Employee may be entitled under this AgreementCompany policy. Because, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating Employee remains an employee who owes a duty of loyalty to the winding up Company, Employee (1) may not become employed by another financial services entity or other competitor at the same time Employee is employed by the Company, and (2) must refrain from soliciting the business (for Employee or for another financial services entity or other competitor) of any pending work and the orderly transfer Company customers or potential customers Employee provided services to other Company employees or has knowledge of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration by virtue of Employee’s employment. If contacted by a customer or potential customer during the Notice Period, he/she will return Employee may provide necessary services to Company all lists that customer or potential customer and must notify Employee’s manager in writing of prospects, candidates each such contact and other matters compiled by Company's management the services provided. If Employee’s service terminates because of Normal Retirement and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to violates the terms of this Agreement.
4.4 Employee agrees thatnotice period provision, at or about the expiration continued vesting of the Employee’s Restricted Stock Units shall immediately cease, and Employee shall forfeit any unvested Restricted Stock Units. Employee acknowledges that any breach of this Notice Period, Provision will result in irreparable harm to Company may convene an exit interview to review the status of accounts and matters for which monetary damages are insufficient. In addition to any other legal or equitable rights the Company has, it will be entitled to restrain Employee has most recently been responsible from breaching Employee’s obligations through preliminary or temporary injunctive relief and to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands recover the nature Company’s attorneys’ fees and scope of all of his/her post-employment obligations.costs incurred in pursuing its rights. Huntington Bancshares Incorporated
Appears in 1 contract
Samples: Performance Share Unit Grant Agreement (Huntington Bancshares Inc/Md)
Notice Period. Employee and Company understand and agree that should Employee terminate employment he/she he will give Company thirty (30) days' days advance written notice (the "Notice Period"). Company may, at its option, pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a party's exercise of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 (a) Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors directors, and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 (b) Employee agrees that during the Notice Period, he/she he will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 (c) Employee agrees that, prior to the expiration of the Notice Period, he/she he will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 (d) Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her his post-employment obligations.
Appears in 1 contract
Samples: Executive Employment Agreement (College Bound Student Alliance Inc)
Notice Period. Employee This Letter Agreement is not a contract of employment for any specific period of time, and subject to any notice provisions herein, your employment is “at will” and may be terminated by you or by the Company understand and at any time for any reason or no reason whatsoever. In each case where the term “Company” is used in this Letter Agreement it shall mean, in addition to the Company, FTAI Aviation or any Controlled Affiliate to the extent you may be employed on a full-time basis at the applicable time by such entity. Unless otherwise agreed with the Company, FTAI Aviation or any Controlled Affiliate, you agree that should Employee terminate employment he/she effective as of any separation from service with the Company, you will give have been deemed to resign from all positions you may hold with the Company thirty and its affiliates (30) including any board memberships), and will take any actions that may be reasonably required to effectuate such resignation, without prejudice against any rights you may otherwise have under this Agreement. You agree to provide the Company with at least 90 days' ’ advance written notice of your resignation of employment (the "“Notice Period",” which Notice Period shall be considered a “Protective Covenant” (as hereinafter defined) for purposes of this Letter Agreement). The Company may, at in its optionsole discretion, pay Employee for direct you to cease performing your duties, refrain from entering the Notice Period Company’s offices and/or restrict your access to Company systems, trade secrets and confidential information, in lieu each case during all or part of active employment during the Notice Period. It is understood that a party's exercise During the Notice Period, you shall continue to be an employee of its rights under this Paragraph the Company, the Company shall continue to pay you your base salary and benefits, and you shall be entitled to all other benefits and entitlements as an employee until the end of the Notice Period (although you acknowledge that (i) you shall not be entitled to receive any bonus not already paid prior to the commencement of the Notice Period (except as otherwise set forth in the section titled “Termination without prejudice Cause or Termination for Good Reason” below); (ii) your base salary, benefits, and entitlements shall cease if you breach in any material respect any of your agreements with or obligations to the Company, FTAI Aviation or any other right or remedy which it may have at law, in equity, or under this AgreementControlled Affiliate, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.those
Appears in 1 contract
Notice Period. By accepting this Agreement and the Award listed herein, the Employee and agrees to provide the Company understand and agree that should Employee terminate with advance notice of the Employee’s resignation from employment he/she will give Company thirty or retirement, depending on level as specified below (30) days' advance written notice (the "“Notice Period"”). To be effective, notice must be provided to the Employee’s manager. At the Company’s request, the Employee agrees to provide written notice. SVP 30 days EVP 60 days SEVP 90 days The Employee also agrees to disclose any financial services entity or other competitor with which the Employee has accepted employment or is considering accepting employment. After the Employee provides effective notice, the Company may, at may in its option, pay Employee for discretion waive the Notice Period in lieu part or in its entirety. During any portion of active employment the Notice Period the Company does not waive, and provided the Employee complies with Company policy, procedures, and directives, Employee will (1) receive the Employee’s base salary or draw (as applicable), (2) continue to participate in any benefit plans for which the Employee is eligible subject to the terms and conditions of such plans, and (3) receive any bonus, Restricted Stock Unit Award Agreement incentive, or vesting of equity awards, subject to governing plan documents or agreements. However, after the Employee provides notice, the Employee will not be eligible to receive any equity award grants. During the Notice Period, the Company may change or remove job responsibilities and/or restrict the Employee’s access to facilities, Confidential Information, and email, phone, and computer systems. The Employee will not accrue further PTO and must exhaust all previously accrued PTO during the Notice Period. It If there is understood that a party's exercise of its rights under this Paragraph shall be without prejudice insufficient time to any other right or remedy which it may have at law, exhaust accrued PTO in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period Period, the Employee will receive payment of the salary only without bonus or any other compensation unused and accrued PTO pursuant to which Employee may be entitled under this AgreementCompany policy. Because, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating the Employee remains an employee who owes a duty of loyalty to the winding up Company, the Employee (1) may not become employed by another financial services entity or other competitor at the same time the Employee is employed by the Company, and (2) must refrain from soliciting the business (for the Employee or for another financial services entity or other competitor) of any pending work and Company customers or potential customers the orderly transfer Employee provided services to other Company employees or has knowledge of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to by virtue of the expiration of Employee’s employment. If contacted by a customer or potential customer during the Notice Period, he/she will return the Employee may provide necessary services to Company all lists that customer or potential customer and must notify the Employee’s manager in writing of prospects, candidates each such contact and other matters compiled by Company's management the services provided. If the Employee’s service terminates because of Normal Retirement and research staff, or by the Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to violates the terms of this Agreement.
4.4 Employee agrees thatNotice Period provision, at or about the expiration continued vesting of the Employee’s RSUs shall immediately cease, and the Employee shall forfeit any unvested RSUs. The Employee acknowledges that any breach of this Notice Period, Provision will result in irreparable harm to the Company may convene an exit interview to review the status of accounts and matters for which monetary damages are insufficient. In addition to any other legal or equitable rights the Company has, it will be entitled to restrain the Employee has most recently been responsible from breaching the Employee’s obligations through preliminary or temporary injunctive relief and to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands recover the nature Company’s attorneys’ fees and scope of all of his/her post-employment obligationscosts incurred in pursuing its rights.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Huntington Bancshares Inc /Md/)
Notice Period. Employee and Company understand and A. You agree that should Employee in the event you decide to resign from employment with the Company, you will provide six (6) months advance written notice of resignation to the Executive Vice President of Human Resources, and the Company agrees that it will not terminate employment he/she will give Company thirty your employment, other than for Cause, death or disability, without providing you six (306) days' months advance written notice (the "“Notice Period")”) in addition to any of the other obligations herein.
B. The Company may at any time and in its sole discretion (whether or not any notice of termination has been given) terminate your employment with immediate effect subject to the provisions herein, and subsequently make a payment in lieu of providing notice. This payment will comprise solely your base salary (at the rate payable when this option is exercised) for the length of the remaining Notice Period, and shall be subject to any applicable withholdings. In accordance with the Company’s employee benefits plans, all benefits will cease upon termination of employment, and you will not be eligible for such benefits for any portion of the Notice Period for which pay in lieu of notice is provided. You will not, under any circumstances, have any right to payment in lieu of working notice unless the Company has exercised its option to pay in lieu of providing notice. The payment in lieu of notice may, at its optionthe Company’s sole discretion, pay Employee be made in a lump sum within fifteen (15) days of your termination date. You will no longer be eligible for any incentive compensation once notice of termination from employment is given either by the Notice Period in lieu Company or by you.
C. Following service of active notice to terminate your employment during the Notice Period. It is understood that a by either party's exercise of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's if you purport to terminate your employment in breach of contract (and subject to the Company exercising its right to terminate such your employment without notice forthwith for Cause.
4.1 Company agrees to continue in effect Cause or for death or disability during the Notice Period or by exercising its right to make you a payment in lieu of providing notice), for the remainder of the salary only without bonus or any other compensation to which Employee Notice Period:
1. You will remain an employee of the Company.
2. You will undertake all such duties and responsibilities as may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to assigned by the Company a general release of all claims against including, but not limited to, duties to assist the Company with your transition from employment with the Company and its stockholdersmaintaining the Company’s business, directors business relationships and employees in form and substance satisfactory goodwill.
3. You will comply with all Company policies including, but not limited to the Company Code of Conduct and only so long as Employee has not breached all policies and during agreements related to maintaining the Notice Period does not breach confidentiality of the provisions of Sections 5 Company’s confidential and 6 hereof, which provisions shall extend beyond the term of employment proprietary information and shall survive termination or expiration of this Agreementtrade secrets.
4.2 Employee agrees 4. You will not disclose to any person other than your spouse, attorney and/or tax advisor the fact that you plan to leave or resign from the Company until the Company determines that such disclosure shall be made. Without limiting the generality of the foregoing, during the Notice Period, he/she you will cooperate fully with Company in all matters relating to the winding up of not announce to, contact or advise any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsibleclients, customers, vendors, or suppliers regarding your impending termination.
4.3 Employee agrees that5. You will not work on a full or part time basis or provide any services for another person, prior to firm or corporation.
6. The Company may, by written notice, place you on garden leave for the expiration whole or any part of the Notice Period. During any period of garden leave:
a) The Company shall be under no obligation to provide any work to you and may revoke any powers you hold on behalf of the Company;
b) The Company may require you to carry out alternative duties or to only perform such specific duties as are expressly assigned to you, he/she will return at such location (including your current location) as the Company may decide;
c) You shall remain an employee of the Company and bound by the terms of this Agreement (including any implied duties of good faith and fidelity);
d) You shall continue to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, receive your base salary and all business records and materials related thereto, whether contractual benefits in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any the usual way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.any benefit arrangement;
4.4 Employee agrees that, at or about the expiration e) The Company may exclude you from any premises of the Notice Period, Company; and
f) The Company may convene an exit interview require you not to review contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligationsCompany.
Appears in 1 contract
Samples: Severance Agreement (Sothebys)
Notice Period. By accepting this Agreement and the Award listed herein, Employee and agrees to provide the Company understand and agree that should Employee terminate with advance notice of Employee’s resignation of employment he/she will give Company thirty or retirement, depending on level as specified below (30) days' advance written notice (the "“Notice Period"”). To be effective, notice must be provided to Employee’s manager. At the Company’s request, the Employee agrees to provide written notice. SVP 30 days EVP 60 days SEVP 90 days Employee also agrees to disclose any financial services entity or other competitor with which Employee has accepted employment or is considering accepting employment. After Employee provides effective notice, the Company may, at may in its option, pay Employee for discretion waive the Notice Period in lieu part or in its entirety. During any portion of active employment the Notice Period the Company does not waive, and provided Employee complies with Company policy, procedures, and directives, Employee will (1) receive Employee’s base salary or draw (as applicable), (2) continue to participate in any benefit plans for which Employee is eligible subject to the terms and conditions of such plans; and (3) receive any bonus, incentive, or vesting of equity awards, subject to governing plan documents or agreements. However, after Employee provides notice, Employee will not be eligible to receive any equity award grants. During the Notice Period, the Company may change or remove job responsibilities and/or restrict Employee’s access to facilities, confidential information, and email, phone, and computer systems. Employee will not accrue further PTO and must exhaust all previously accrued PTO during the Notice Period. It If there is understood that a party's exercise of its rights under this Paragraph shall be without prejudice insufficient time to any other right or remedy which it may have at law, exhaust accrued PTO in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period Period, Employee will receive payment of the salary only without bonus or any other compensation unused and accrued PTO pursuant to which Employee may be entitled under this AgreementCompany policy. Huntington Bancshares Incorporated Because, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating Employee remains an employee who owes a duty of loyalty to the winding up Company, Employee (1) may not become employed by another financial services entity or other competitor at the same time Employee is employed by the Company, and (2) must refrain from soliciting the business (for Employee or for another financial services entity or other competitor) of any pending work and the orderly transfer Company customers or potential customers Employee provided services to other Company employees or has knowledge of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration by virtue of Employee’s employment. If contacted by a customer or potential customer during the Notice Period, he/she will return Employee may provide necessary services to Company all lists that customer or potential customer and must notify Employee’s manager in writing of prospects, candidates each such contact and other matters compiled by Company's management the services provided. If Employee’s service terminates because of Normal Retirement and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to violates the terms of this Agreement.
4.4 Employee agrees thatnotice period provision, at or about the expiration continued vesting of the Employee’s Restricted Stock Units shall immediately cease, and Employee shall forfeit any unvested Restricted Stock Units. Employee acknowledges that any breach of this Notice Period, Provision will result in irreparable harm to Company may convene an exit interview to review the status of accounts and matters for which monetary damages are insufficient. In addition to any other legal or equitable rights the Company has, it will be entitled to restrain Employee has most recently been responsible from breaching Employee’s obligations through preliminary or temporary injunctive relief and to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands recover the nature Company’s attorneys’ fees and scope of all of his/her post-employment obligationscosts incurred in pursuing its rights.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (Huntington Bancshares Inc/Md)
Notice Period. By accepting this Agreement and the Award listed herein, Employee and agrees to provide the Company understand and agree that should Employee terminate with advance notice of Employee’s resignation of employment he/she will give Company thirty or retirement, depending on level as specified below (30) days' advance written notice (the "“Notice Period"”). To be effective, notice must be provided to Employee’s manager. At the Company’s request, the Employee agrees to provide written notice. SVP 30 days EVP 60 days SEVP 90 days Employee also agrees to disclose any financial services entity or other competitor with which Employee has accepted employment or is considering accepting employment. After Employee provides effective notice, the Company may, at may in its option, pay Employee for discretion waive the Notice Period in lieu part or in its entirety. During any portion of active employment the Notice Period the Company does not waive, and provided Employee complies with Company policy, procedures, and directives, Employee will (1) receive Employee’s base salary or draw (as applicable), (2) continue to participate in any benefit plans for Huntington Bancshares Incorporated which Employee is eligible subject to the terms and conditions of such plans; and (3) receive any bonus, incentive, or vesting of equity awards, subject to governing plan documents or agreements. However, after Employee provides notice, Employee will not be eligible to receive any equity award grants. During the Notice Period, the Company may change or remove job responsibilities and/or restrict Employee’s access to facilities, confidential information, and email, phone, and computer systems. Employee will not accrue further PTO and must exhaust all previously accrued PTO during the Notice Period. It If there is understood that a party's exercise of its rights under this Paragraph shall be without prejudice insufficient time to any other right or remedy which it may have at law, exhaust accrued PTO in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period Period, Employee will receive payment of the salary only without bonus or any other compensation unused and accrued PTO pursuant to which Employee may be entitled under this AgreementCompany policy. Because, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating Employee remains an employee who owes a duty of loyalty to the winding up Company, Employee (1) may not become employed by another financial services entity or other competitor at the same time Employee is employed by the Company, and (2) must refrain from soliciting the business (for Employee or for another financial services entity or other competitor) of any pending work and the orderly transfer Company customers or potential customers Employee provided services to other Company employees or has knowledge of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration by virtue of Employee’s employment. If contacted by a customer or potential customer during the Notice Period, he/she will return Employee may provide necessary services to Company all lists that customer or potential customer and must notify Employee’s manager in writing of prospects, candidates each such contact and other matters compiled by Company's management the services provided. If Employee’s service terminates because of Normal Retirement and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to violates the terms of this Agreement.
4.4 Employee agrees thatnotice period provision, at or about the expiration continued vesting of the Employee’s Restricted Stock Units shall immediately cease, and Employee shall forfeit any unvested Restricted Stock Units. Employee acknowledges that any breach of this Notice Period, Provision will result in irreparable harm to Company may convene an exit interview to review the status of accounts and matters for which monetary damages are insufficient. In addition to any other legal or equitable rights the Company has, it will be entitled to restrain Employee has most recently been responsible from breaching Employee’s obligations through preliminary or temporary injunctive relief and to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands recover the nature Company’s attorneys’ fees and scope of all of his/her post-employment obligationscosts incurred in pursuing its rights.
Appears in 1 contract
Samples: Stock Option Grant Agreement (Huntington Bancshares Inc/Md)
Notice Period. 8.1 The period of notice will be twelve weeks, whether notice of termination of employment is given by the Company to the Employee, or by the Employee and to the Company, provided that no notice is required if the Company understand and agree that should terminates the Employee “for cause” in accordance with Section 11.1. The Employee’s employment with the Company will automatically terminate employment he/she will upon his death.
8.2 When resigning from the Company, the Employee is required to give Company thirty (30) days' advance written notice to the Board of Directors of the Company (the "Notice Period"“Board”).
8.3 Whilst the Employee is serving out any period of notice, the Company reserves the right to give the Employee no duties and/or to exclude the Employee from the Company’s premises for all or part of that period. The Employee will be paid as normal under Section 4.1 during any time that he has no duties and/or is excluded from the firm’s premises. However, the Company mayreserves the right to set some or all of any accrued holiday entitlement against the period of notice, at in which case the accrued entitlement would not be paid on the termination date.
8.4 The Company reserves the right in its option, discretion to pay the Employee for the Notice Period basic salary under Section 4 in lieu of active notice of termination. Such payment will be equal to twelve weeks of salary and will be payable to the Employee within thirty days of the employment during termination date.
8.5 To the Notice Period. It is understood extent that a party's exercise of its rights any amount payable under this Paragraph shall be without prejudice to Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code) following a “separation from service” (as defined in Section 409A of the Internal Revenue Code), including any amount payable under this Section 8, then, notwithstanding any other right or remedy which it may have at lawprovision in this Agreement to the contrary, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation to which Employee may be entitled under this Agreement, which payments shall will not be made if and to the Employee until the day after the date that is six months following the Employee’s “separation from service,” but only if the Employee has executed and delivered is deemed by GLG Partners, Inc., in accordance with any relevant procedures that it may establish, to the Company be a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration “specified employee” under Section 409A of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Internal Revenue Code at the time the Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee “separates from service.” This Section 8.5 will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains be applicable after the sole and exclusive property of Company and subject to the terms of this AgreementEmployee’s death.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 1 contract
Notice Period. Employee and Company understand and agree that should Employee terminate employment he/she will give Company thirty (30) days' advance written notice (the "Notice Period"). Company may, at its option, may pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a party's exercise of its rights under this Paragraph shall be without prejudice to any other right or remedy which it may have at law, in equity, or under this Agreement, including, without limitation, Company's right to terminate such employment without notice for Cause.
4.1 5.1 Company agrees to continue in effect during the Notice Period payment of the salary only without bonus or any other compensation and benefits to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration Paragraph 2 of this Agreement.
4.2 5.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee she has most recently been responsible.
4.3 5.3 Employee agrees that, prior to the expiration of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further understands and agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement.
4.4 5.4 Employee understands and agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to responsible; ensure that Employee has fully obtained any her entitlements which may be available under this Agreement Agreement; and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 1 contract
Samples: Employment Agreement (College Bound Student Alliance Inc)
Notice Period. Employee and Company understand and agree The Seafarer shall not be entitled to notice period salary in the following circumstances: If the Seafarer fails to serve the notice period for any reason whatsoever If the notice period falls under the off months cycle : It is clearly understood, that should Employee terminate the contract ends/automatically expires after Xxxxxxxx stops working for whatsoever reason for a period of 120 days following his repatriation TERMINATION OF EMPLOYMENT: The Seafarer’s employment he/she will give Company may be terminated during the Term of this Agreement by providing a written notice of thirty (30) days' advance written notice (’ period by either party or based on the "Notice Period")date mutually agreed by both parties. Company may, at its option, pay Employee for the Notice Period in lieu of active employment during the Notice Period. It is understood that a party's exercise of its rights under this Paragraph shall be without prejudice to Notwithstanding any other right or remedy which it may have at law, in equity, or under provision of this Agreement, includingthe Company can terminate the employment relationship during active service and whether on board or off board the ship without notice in the following cases: Material breach of this Agreement Doesn’t obey all lawful commands of any officer of the ship ranking above; Engage or participate directly or indirectly in illegal and/or criminal activities, without limitationtheft, misconduct or rowdiness, become intoxicated, or jeopardize the safety of the ship, its guests or crew. Note: For these purposes, if Seafarer is injured at any time during which he is engaged or participate in illegal actions, theft, misconduct or rowdiness, intoxicated or under the influence of narcotics or other controlled substances, the injury will be assumed to have resulted from his willful misconduct; Solicit or accept any remuneration from our suppliers or vendors, charterers and clients as the case may be; Misrepresent, fabricate or forge any document Breach of drugs and alcohol policy of the Company Disclosure of any trade secrets or confidential information Any act or omission of Employee constituting willful misconduct (including willful violation of the Company's right to terminate such employment without notice for Cause.
4.1 policies), gross negligence, fraud, misappropriation, embezzlement, criminal behavior, conflict of interest or competitive business activities which, as determined by the Company agrees to continue in effect during the Notice Period payment of the salary only without bonus its reasonable discretion, shall cause material harm, or any other compensation to which Employee may be entitled under this Agreement, which payments shall be made if and only if the Employee has executed and delivered actions that are materially detrimental to the Company a general release or any Affiliates' interest. If the Seafarer is believed to be incompetent or fails/unable to perform the work assigned or for which he is employed to the standard expected of all claims against him. Any other reason recognized as “cause” under the applicable laws. Fails the Evaluation/Assessment/Marlins tests Note: In case where the Officer fails in Evaluation/ Assessment/ Xxxxxxx. He shall be repatriated back to the point of hire and shall be deemed terminated at the time of his departure from the point of hire. In case of any restructuring of the Company and its stockholders, directors and employees in form and substance satisfactory to Position/designation is made redundant Seafarer qualifications are not as per the Company and only so long as Employee has not breached and during the Notice Period does not breach the provisions of Sections 5 and 6 hereof, which provisions shall extend beyond the term of employment and shall survive termination or expiration of this Agreement.
4.2 Employee agrees that during the Notice Period, he/she will cooperate fully with Company in all matters relating to the winding up of any pending work and the orderly transfer to other Company employees of accounts and matters for which Employee has been responsible.
4.3 Employee agrees that, prior to the expiration requirements of the Notice Period, he/she will return to Company all lists of prospects, candidates and other matters compiled by Company's management and research staff, or by Employee while employed by Company, and all business records and materials related thereto, whether in tangible form, or on computer hard disks, diskettes, on tape drives or any electronic media, computer literature, correspondence, notes, memoranda, reports, summaries, manuals, proposals, contracts and other documents of any kind which relate in any way to the business of Company, including specifically all materials which comprise or refer to Company's Confidential Information. Employee will not retain any copy, facsimile or note intended to memorialize any such data. Employee further agrees that Company's Confidential Information and trade secrets, remains the sole and exclusive property of Company and subject to the terms of this Agreement’s client.
4.4 Employee agrees that, at or about the expiration of the Notice Period, Company may convene an exit interview to review the status of accounts and matters for which Employee has most recently been responsible to ensure that Employee has fully obtained any entitlements which may be available under this Agreement and/or to confirm that Employee clearly understands the nature and scope of all of his/her post-employment obligations.
Appears in 1 contract
Samples: Seafarer Employment Agreement