Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 7 contracts
Samples: Employment Agreement (Interpublic Group of Companies Inc), 364 Day Credit Agreement (Interpublic Group of Companies Inc), Employment Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Following a Change in Control during the Term hereof, Executive may, under the following circumstances, regard Executive's employment as being constructively terminated by the Bank (and in such case Executive's employment shall have a terminate) and may, therefore, Resign for Good Reason for resigning only if (a) within 90 days of Executive's discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute "Good Reason" for such Resignation for Good Reason:
(i) Without Executive's express written consent, the Companyassignment to Executive of any duties materially inconsistent with Executive's position, including without limitation membership on any Board of Directorsduties, that responsibilities and status with the Executive held Bank immediately prior to the Change in Control, or any subsequent removal of Control; Executive from or any failure to re-elect him to any such position;
(bii) the Company reduces the Without Executive's rate of regular cash express written consent, the termination and/or material reduction in Executive's facilities (including office space and fully vested deferred base compensation ("Regular Compensation"general location) from that which he earned and staff reporting and available to Executive immediately prior to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank of Control Executive's base salary or fails of any bonus compensation applicable to increase it within 12 months following the Change of Control by (him as in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods effect immediately prior to the Change of Control in Control;
(or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed iv) A failure by the Company); (c) Bank to maintain any of the Company fails to provide the Executive with fringe employee benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that perks to which he Executive was entitled immediately prior to the Change in Control at a level substantially equal to or greater than the value of those employee benefits and perks in effect immediately prior to the Change in Control; or the taking of any action by the Bank which would materially affect Executive's participation in or reduce Executive's benefits under any such benefits' or perks' plans, programs or policies, or deprive Executive of any material fringe benefits enjoyed by him immediately prior to the Change in Control;
(ev) The Bank requiring Executive to be based anywhere other than in the Company breaches any agreement between it county in which the Bank's principal business location is currently situated, except for required travel on the Bank's behalf to an extent substantially consistent with Executive's present business travel obligations;
(vi) Any purported Termination of Executive's employment by the Bank other than those effected in good faith pursuant to Sections 7(a) and the Executive 7(b);
(including this Agreement); (fvii) without limitation The failure of the foregoing clause (e), the Company fails Bank to obtain the express assumption of this Agreement by any successor successor; or
(viii) Receipt by Executive of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions a Notice of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationNon-Renewal.
Appears in 4 contracts
Samples: Employment Agreement (Community Bancorp Inc), Employment Agreement (Community Bancorp Inc), Employment Agreement (Community Bancorp Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof New York City or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 3 contracts
Samples: Employment Agreement (Interpublic Group of Companies Inc), 364 Day Credit Agreement (Interpublic Group of Companies Inc), Executive Severance Agreement (Interpublic Group of Companies, Inc.)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); providedPROVIDED, howeverHOWEVER, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 3 contracts
Samples: Executive Severance Agreement (Interpublic Group of Companies Inc), Executive Severance Agreement (Interpublic Group of Companies Inc), Employment Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Following a Change in Control during the Term hereof, Executive shall have a may Resign for Good Reason for resigning only if (a) within 90 days of Executive's discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute "Good Reason" for such Resignation for Good Reason:
(i) Without Executive's express written consent, the Companyassignment to Executive of any duties materially inconsistent with Executive's position, including without limitation membership on any Board of Directorsduties, that responsibilities and status with the Executive held Bank or Bancorp immediately prior to the Change in Control, or any subsequent removal of Control; Executive from or any failure to re-elect him to any such position;
(bii) the Company reduces the Without Executive's rate of regular cash express written consent, the termination and/or material reduction in Executive's facilities (including office space and fully vested deferred base compensation ("Regular Compensation"general location) from that which he earned and staff reporting and available to Executive immediately prior to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank of Control Executive's base salary or fails of any bonus compensation applicable to increase it within 12 months following the Change of Control by (him as in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods effect immediately prior to the Change of Control in Control;
(or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed iv) A failure by the Company); (c) Bank to maintain any of the Company fails to provide the Executive with fringe employee benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that perks to which he Executive was entitled immediately prior to the Change in Control at a level substantially equal to or greater than the value of those employee benefits and perks in effect immediately prior to the Change in Control; or the taking of any action by the Bank which would materially affect Executive's participation in or reduce Executive's benefits under any such benefits or `perks' plans, programs or policies, or deprive Executive of any material fringe benefits enjoyed by him immediately prior to the Change in Control;
(ev) The Bank or Bancorp requiring Executive to be based anywhere other than in the Company breaches any agreement between it county in which the Bank's or Bancorp's principal business location is currently situated, except for required travel on the Bank's or Bancorp's behalf to an extent substantially consistent with Executive's present business travel obligations;
(vi) Any purported Termination of Executive's employment by the Bank other than those effected in good faith pursuant to Sections 7(a) and the Executive 7(b);
(including this Agreement); (fvii) without limitation The failure of the foregoing clause (e), the Company fails Bank or Bancorp to obtain the express assumption of this Agreement by any successor successor; or
(viii) Receipt by Executive of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions a Notice of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationNon-Renewal.
Appears in 3 contracts
Samples: Employment Agreement (Community Bancorp), Employment Agreement (Community Bancorp), Employment Agreement (Community Bancorp)
Resignation for Good Reason. The At any time after Executive’s commencement of employment, Executive may resign for Good Reason (as defined below) effective thirty (30) days after written notice is provided to Company. Upon Executive’s termination of employment for Good Reason, Executive shall have a Good Reason for resigning only be entitled to all payments and benefits as if (a) the his employment was terminated by Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (Cause as provided in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; subsection (d) above. For purposes of this Agreement, Good Reason means: (i) any adverse change in Executive’s position, title or reporting relationship or a material diminution of his then duties, responsibilities or authority or the Company fails assignment to provide the Executive of duties or responsibilities that are inconsistent with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of ControlExecutive’s then position; (eii) the failure by Company breaches to continue in effect any agreement between it material compensation or benefit plan or arrangement in which Executive participates unless an equitable and substantially comparable arrangement (embodied in a substitute or alternative plan) has been made with respect to such plan or arrangement, or the failure by Company to continue Executive’s participation therein (or in such substitute or alternative plan or arrangement) on a basis not less favorable, both in terms of the amount of benefits provided and the Executive (including this Agreement)level of participation relative to other participants, as existed at the time of Executive’s termination of employment; (fiii) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption any breach of this Agreement (or any other written agreement entered into between Executive and Company) by Company; (iv) failure of any successor to Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of Company hereunder; (v) a change in Company’s principal place of business to a location not within the New York metropolitan area, (vi) any significant and prolonged increase in the travelling requirements applicable to the discharge of Executive’s responsibilities, (vii) Executive has been removed from the Board of Company, or (viii) the aggregate amount of compensation and other benefits to be received by Executive pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof for any twelve full calendar months shall be less than 100% of the Company as provided amount received by Executive during the comparable preceding period without agreement by Executive in section 6.3 hereof; (g) writing. Notwithstanding the Company attempts to terminate the foregoing, following Company’s receipt of written notice from Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside any of the office events described in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or subsections (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (ivii) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such noticeabove, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise have twenty (20) days in which to a Good Reason cure the alleged conduct (if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationcurable).
Appears in 2 contracts
Samples: Employment Agreement (Midas Medici Group Holdings, Inc.), Employment Agreement (Midas Medici Group Holdings, Inc.)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if Employee may regard Employee’s employment as being constructively terminated and may, therefore, resign within ninety (a90) the Company fails to elect the Executive to, or removes him from, days of Employee’s discovery of any office one of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; following events which will constitute “Good Reason” for such resignation:
(b1) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his Without Employee’s express written consent, the assignment to Employee of any duties materially inconsistent with Employees prior position, duties, responsibilities and status with SBI, or any subsequent removal of Employee from or any failure to re-elect Employee to any such position;
(2) Without Employee’s express written consent, the termination and/or material reduction in Employee’s facilities (including office space and general location) and staff reporting and available to Employee;
(3) A material reduction by the Employer of Employee’s Base Salary and Performance Bonus.
(4) A failure by Employer to maintain any of the employee benefits to which Employee was entitled at a level substantially equal to or greater than the value of those employee benefits in effect prior to such reduction in benefits, through the continuation of the same or substantially similar plans, programs and policies; or the taking of any action by SBI or its affiliates which would materially affect Employee’s participation in or reduce, Employee’s benefits under any such plans, programs or policies, or deprive Employee of any material fringe benefits enjoyed by Employee;
(5) SBI or any affiliate requiring Employee to be based in anywhere other than where Employee was based for the one year period prior to such relocation; except for required travel on SBI’s or affiliate’s business to an office outside extent substantially consistent with Employee’s business travel obligations;
(6) Any purported termination of Employee’s employment by SBI or the Board which is not effected pursuant to the requirements of the office in which Executive is based on the date hereof Section 6 with respect to Death, Retirement, Disability or to travel substantially more extensively than he did prior to the Change Termination for Cause; and
(7) Receipt of Control; or (i) the Executive determines in good faith notice by Employee that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior Agreement will not be renewed pursuant to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationSection 1.
Appears in 2 contracts
Samples: Employment Agreement (Synthetic Blood International Inc), Employment Agreement (Oxygen Biotherapeutics, Inc.)
Resignation for Good Reason. The Executive may terminate the Executive’s employment hereunder at any time upon thirty (30) days’ written notice to the Company for Good Reason. In the event of such termination, the Company will pay, subject to Section 4(j), to the Executive the sum of (i) 185% of the Executive’s annual base salary (as in effect on the Date of Termination), (ii) $11,350 and (iii) any earned but unpaid bonus for a calendar year ending prior to the date of such termination. Such amounts under clauses (i), (ii) and (iii) above shall, subject to Section 15 hereof, be paid to the Executive or his legal representative in a single lump sum payment on the 61st day following the Date of Termination. The Executive shall be entitled to receive Accrued Obligations and the Pro-Rata Bonus, if any, at time specified therefor in Sections 3(a) and 4(a), respectively. The Executive will have a “Good Reason Reason” for resigning only termination of the Executive’s employment hereunder if (a) the Company fails to elect the Executive to, or removes him fromother than for Cause, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or occurred:
(i) the Executive’s base salary or the percentage of base salary to which the Executive determines may be entitled as the result of the Company reaching the annual EBITDA targets as provided in good faith Section 3(b) of this Employment Agreement has been reduced other than in connection with an across-the-board reduction (of approximately the same percentage but no more than five (5%) of the then base salary) in executive compensation to executive employees imposed by the Board in response to materially negative financial results or other materially adverse circumstances affecting the Company;
(ii) the Board (or any compensation committee thereof) establishes an unachievable and commercially unreasonable annual EBITDA target that the Company has, without his consent, effected must achieve in order for the Executive to receive a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (ibonus under Section 3(b) of this sentence shall constitute a Good Reason unless Employment Agreement and the Executive notifies Interpublic provides written notice of his objection to the Board (or such compensation committee) within ten (10) business days after such target has been established and communicated in writing to the Executive stating that the Executive believes such target to be unachievable and commercially unreasonable;
(iii) the Executive is not elected or re-elected to the Board;
(iv) the Company has committed an action required the Executive to relocate outside the greater Minneapolis, Minnesota area or inaction specified in clauses (a) through (i) (a "Covered Action") and has relocated the corporate headquarters of the Company does outside the greater Minneapolis, Minnesota area or has removed or relocated outside the greater Minneapolis area, a material number of employees or senior management of the Company in each case, without the Executive’s written consent;
(v) any diminution in title, or any material diminution in responsibilities, duties or authorities, without the Executive’s written consent; or
(vi) the Company has breached this Employment Agreement in any material respect if such breach is described in a written notice to the Company referring to this Section 4(c)(ii), and such breach is not cure such Covered Action capable of being cured or has not been cured within 30 thirty (30) days after receipt of such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Employment Agreement (Universal Hospital Services Inc)
Resignation for Good Reason. The For purposes of this Agreement, resignation by Executive for “Good Reason” shall have a Good Reason mean resignation only for resigning only if the following events that occurs without the Executive’s written consent: (a) the Company fails materially reduces Executive’s base salary or Executive’s Target Bonus opportunity, (b) the assignment to elect the Executive toof any duties which diminish in any material respect the Executive’s position with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities, (c) any material failure by the Company to comply with any of the provisions of any employment agreement between Executive and the Company, which is not remedied within 30 days after written notice thereof from the Executive, (d) if Executive is not based in Alliance’s Resource Center in Southern California, and the Company requires Executive to materially change the location of Executive’s principal office to a facility or a location more than sixty (60) miles from Executive’s then-current residence, (e) if Executive’s principal office is located in Alliance’s Resource Center in Southern California, and the Company moves Alliance’s Resource Center more than sixty (60) miles from the then present office location, or removes him from(f) following the Effective Date, (i) the Company or any office of its affiliates completes a new transaction (a “Transaction”) which results in the legal, beneficial or equitable ownership transfer of at least a majority of the aggregate of all voting equity interests of the Company, including without limitation membership on any Board (ii) during the thirty (30) day period immediately following the six month anniversary of Directorssuch Transaction, that the Executive held immediately prior delivers written notice to the Change Company of Control; Executive’s intent to resign and (biii) such resignation is effective within thirty (30) days after the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior date such notice is delivered to the Change of Control or fails Company. The Company and Executive further agree that for a resignation to increase it within 12 months following the Change of Control constitute a resignation by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions “Good Reason” under any of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses subsection (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through e), (i) (a "Covered Action") and Executive must provide written notice to the Company does not of Executive’s intent to resign within thirty (30) days of one of the first occurrence of one of the triggering events outlined in this Section 5, (ii) the Company must fail to cure such Covered Action within 30 days after such notice, at which time such the condition giving rise to Good Reason shall within thirty (30) days following its receipt of Executive’s notice and (iii) Executive’s resignation must be deemed effective within thirty (30) days following the Company’s failure to have arisencure. Notwithstanding For purposes of clarity the immediately preceding sentencepurchase by Fujian Thai Hot Investment Co., no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other Ltd. of more than a Good Reasonmajority of the Company’s common stock from funds managed by Oaktree Capital Management, L.P. and MTS Health Investors, LLC, and no action by the Company specified in clauses (a) through (i) of the preceding sentence Xxxxx X. Xxxxxxxx shall give rise to not constitute a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationTransaction.”
Appears in 1 contract
Samples: Executive Severance Agreement (Alliance HealthCare Services, Inc)
Resignation for Good Reason. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days’ notice to the Employer. For this purpose, “Good Reason” shall have be deemed to exist if, absent the Executive’s written consent: (i) there is a Good Reason for resigning only if (a) the Company fails to elect the Executive tomaterial diminution in title and/or duties, responsibilities or removes him from, any office authority of the CompanyExecutive, including without limitation membership on any Board of Directors, a change in reporting responsibilities such that the Executive held immediately no longer reports directly to the Chief Executive Officer of the Employer or, following a restructuring, merger or acquisition or other similar event, the executive officer with the highest authority in the ultimate parent entity resulting from such an event; provided, that a decrease in job grade, standing alone, will not qualify as a material diminution; (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least fifty (50) miles away from the geographic location of the Executive’s principal place of business prior to the Change of Control; such change (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company“Relocation”); (ciii) there is a willful failure or refusal by the Company fails Employer to provide perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive with fringe benefits and/or Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus plans, such target percentage of base salary as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans in effect on the date of this Agreement ("Benefit or as the same may be increased hereafter) (the “Target Bonus Plans"Percentage”), thatother than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately when combined with any such prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control)reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that no if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event designated described in clauses (ai) through (iiv) of this sentence above, the Executive shall constitute a only have ninety (90) days from the date the event that constitutes Good Reason unless first arises to provide the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) Employer with written notice of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign grounds for a Good Reason for purposes termination, and the Employer shall have a period of section 1.1 of this Agreement by, within 30 thirty (30) days to cure after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice receipt of the date written notice. Following the expiration of his resignationthe Company’s thirty (30) day cure period, the Executive shall have sixty (60) days to resign due to Good Reason. Resignation by the Executive following Employer’s cure or before the expiration of the thirty (30) day cure period shall constitute a voluntary resignation and not a termination for Good Reason.
Appears in 1 contract
Samples: Executive Severance Agreement (US Foods Holding Corp.)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him her from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he she earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him her as those that he she enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he she was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he she did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); providedPROVIDED, howeverHOWEVER, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he she may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Executive Severance Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Executive shall have a If you resign from your employment with the Company for Good Reason for resigning only if (a) the Company fails as defined in this Paragraph 5(c)), and you timely sign and do not revoke a general release of known and unknown claims in a form substantially similar to elect the Executive to, or removes him from, any office Exhibit A within 30 days of the Companytermination of your employment (or such shorter period as is necessary to comply with the following clause) which becomes enforceable no later than the 60th day after your termination, including without limitation membership on and you fully comply with your obligations under Paragraph 7, below, the Confidentiality Agreement, and the general release, you shall receive the severance benefits described in Paragraph 5(b) above. For purposes of this Paragraph 5(c), "Good Reason" means any of the following conditions, which condition(s) remain in effect 30 days after written notice from you to the Board of Directorssaid condition(s): a material reduction in your then-current base salary or annual target bonus (expressed as a percentage of your then-current base salary), that without your written consent expressly waiving the Executive held immediately prior to the Change benefits of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Companythis paragraph 5(c); (c) or a material reduction in your employee benefits taken as a whole without your written consent expressly waiving the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreementparagraph 5(c); (f) without limitation of the foregoing clause (e)or a material reduction in your responsibilities, the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executiveincluding, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting being removed as chief executive officer of the Executive's activities and exercise Company, without your written consent expressly waiving the benefits of authority to greater immediate supervision than existed prior to the Change of Controlthis paragraph 5(c); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute or a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action material breach by the Company shall give rise of any material provision of this Agreement; or a requirement that you relocate your Company office to a location more than 35 miles from your then-current Company office location without your written consent expressly waiving the benefits of this paragraph 5(c); or if you are not nominated by the Board for election as a director at any annual meeting of stockholders. The foregoing condition(s) shall not constitute "Good Reason" if you do not provide the Board with the written notice described above within 45 days after you first become aware of the condition(s) or do not resign you employment for Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 90 days after the Good Reason arises, giving Interpublic a minimum end of 30 and a maximum of 90 days advance notice the Company's cure period. Change-in-Control: Upon any Change-in-Control: the RSUs described in Paragraph 3(c)(ii) will vest in full to the extent not vested as of the date of his resignation.the Change-in-Control transaction; if the condition in Paragraph 3(c)(iii)(A) has been met as of the closing date of the Change-in-Control transaction (based on the price per share of Common Stock being paid in such transaction), vesting shall accelerate with respect to the percentage of then unvested RSUs still subject to the condition in Paragraph 3(c)(iii)(B), which equals 100% times the quotient of the number of months from the grant date to such closing date divided by 48, and the remainder of the unvested RSUs will continue to vest in accordance with the original vesting schedule, subject only to your continued service subsequent to the Change-in-Control; any TSR Performance Shares for which the performance conditions in Paragraph 3(c)(iv) have been met as of the closing date of the Change-in-Control transaction (based on the price per share of Common Stock being paid in such transaction) shall be settled by delivery of the corresponding number of shares of Common Stock, and all other unvested TSR Performance Shares shall vest over the remainder of the original period expiring March 31, 2017, subject only to your continued service subsequent to the Change-in-Control with no further performance conditions; and all remaining unvested options and RSUs as of the closing date of the Change-in-Control transaction (after applying subparagraphs (d)(i)-(iii)) shall continue to vest thereafter subject only to your continued service and if, your employment is terminated without cause within 12 months following a Change-in-Control of the Company, or if you resign for good reason within such 12-month period for any reason enumerated in Paragraph 5(c), all of your remaining unvested options and RSUs granted under Paragraph 3 will vest in full. In this letter agreement, a "Change-in-Control" means the occurrence of any of the following:
Appears in 1 contract
Samples: Employment Agreement (8x8 Inc /De/)
Resignation for Good Reason. The Following a Change in Control during the Term hereof, Executive may, under the following circumstances, regard Executive's employment as being constructively terminated by the Bank (and in such case Executive's employment shall have a terminate) and may, therefore, Resign for Good Reason for resigning only if (a) within 90 days of Executive's discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute "Good Reason" for such Registration for Good Reason:
(i) Without Executive's express written consent, the Companyassignment to Executive of any duties materially inconsistent with Executive's position, including without limitation membership on any Board of Directorsduties, that responsibilities and status with the Executive held Bank immediately prior to the Change in Control, or any subsequent removal of Control; Executive from or any failure to re-elect him to any such position;
(bii) the Company reduces the Without Executive's rate of regular cash express written consent, the termination and/or material reduction in Executive's facilities (including office space and fully vested deferred base compensation ("Regular Compensation"general location) from that which he earned and staff reporting and available to Executive immediately prior to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank of Control Executive's base salary or fails of any bonus compensation applicable to increase it within 12 months following the Change of Control by (him as in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods effect immediately prior to the Change of Control in Control;
(or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed iv) A failure by the Company); (c) Bank to maintain any of the Company fails to provide the Executive with fringe employee benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that perks to which he Executive was entitled immediately prior to the Change in Control at a level substantially equal to or greater than the value of those employee benefits and perks in effect immediately prior to the Change in Control; or the taking of any action by the Bank which would materially affect Executive's participation in or reduce Executive's benefits under any such benefits' or perks' plans, programs or policies, or deprive Executive of any material fringe benefits enjoyed by him immediately prior to the Change in Control;
(ev) The Bank requiring Executive to be based anywhere other than in the Company breaches any agreement between it county in which the Bank's principal business location is currently situated, except for required travel on the Bank's behalf to an extent substantially consistent with Executive's present business travel obligations;
(vi) Any purported Termination of Executive's employment by the Bank other than those effected in good faith pursuant to Section 7(a) and the Executive 7(b);
(including this Agreement); (fvii) without limitation The failure of the foregoing clause (e), the Company fails Bank to obtain the express assumption of this Agreement by any successor successor; or
(viii) Receipt by Executive of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions a Notice of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationNon-Renewal.
Appears in 1 contract
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) During the term hereof, Executive may regard Executive's employment as being constructively terminated and may, therefore, resign within 30 days of the occurrence of one or more of the following events, any of which will constitute "good reason" for such resignation: (i) failing to continue the appointment of Executive as Chief Executive Officer or providing written notice of non-renewal of the Employment Term in accordance with Section 1.1 hereof; (ii) materially diminishing the duties and responsibilities of Executive as Chief Executive Officer, as the same are set forth hereinabove; (iii) assigning to Executive duties and responsibilities inconsistent with his position as Chief Executive Officer; (iv) requiring Executive to relocate his place of employment to a location outside of the 48 contiguous states of the United States; or (v) the failure of the Company fails to elect the Executive toobtain an agreement from any Successors and Assigns to assume and agree to perform this 2002 Agreement, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; as contemplated in Section 12 hereof.
(b) In the Company reduces event of the Executive's rate occurrence of regular cash any of the events or conditions described in Section 8.5(a) and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior in the event Executive wishes to resign on the Change basis of Control or occurrence of such event, Executive shall give the Board of Directors notice of his proposed resignation within 30 calendar days of the occurrence of such event, and the Board of Directors shall have 30 calendar days following its receipt of such notice to remedy the occurrence giving rise to such proposed resignation, following which, if the Board of Directors fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (orso remedy said occurrence, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by resigned from his employment with the Company shall give rise for good reason pursuant to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reasonthis Section 8.5, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice effective as of the date of his resignationsuch notice, and will be entitled to severance in accordance with Section 8.4. In such event, Executive's obligations under the provisions of Section 5.1 and Section 6 of this 2002 Agreement shall remain binding on Executive as long as he is eligible to receive Severance Payments from the Company pursuant to this paragraph, or two (2) years, whichever is longer.
Appears in 1 contract
Resignation for Good Reason. The (a) For purposes of this Agreement, Executive shall have a Good Reason for resigning only if to resign under the following circumstances:
(ai) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate duties, responsibilities or authority as an employee are materially reduced or diminished from those in effect on the date of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control a Transaction or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (orPotential Transaction, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executivecase may be, without his express written Executive's consent; provided that Executive shall not have Good Reason under this Paragraph 4(a)(i) solely by reason of a change of Executive's reporting responsibilities or a change of Executive's title;
(ii) Executive's duties, to be based responsibilities or authority as an employee are materially reduced or diminished from those in an office outside of the office in which Executive is based effect on the date hereof without Executive's consent; provided that Executive shall not have Good Reason under this Paragraph 4(a)(ii) solely by reason of a change of Executive's reporting responsibilities or to travel substantially more extensively than he did prior to a change of Executive's title;
(iii) Executive's compensation is reduced or benefits are materially reduced without Executive's consent;
(iv) Parent, HIC or any subsidiary reduces the Change potential earnings of Control; Executive under any performance-based bonus or (i) incentive plan of Parent, HIC or any subsidiary as the Executive determines case may be in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained effect immediately prior to a Transaction or Potential Transaction, as the Change of Control case may be;
(including but not limited tov) HIC, subjecting the Parent or any subsidiary requires that Executive's activities employment be based other than at Lawrenceville, New Jersey, or a location within ten (10) miles thereof, without Executive's consent;
(vi) any purchaser, assign, surviving corporation, or successor of HIC, Parent or any subsidiary or any of their businesses or assets (whether by acquisition, merger, liquidation, consolidation, reorganization, sale or transfer of assets or business, or otherwise) fails or refuses to expressly assume in writing this Agreement and exercise all of authority the duties and obligations of HIC and Parent hereunder, pursuant to greater immediate supervision than existed prior to Paragraph 8 hereof;
(vii) HIC or Parent materially breaches any of the Change of Control); provided, however, that no event designated in clauses (a) through (i) provisions of this sentence shall constitute a Good Reason unless the Agreement; or
(viii) Executive notifies Interpublic that the Company has committed an action is unable for reasons of incapacity due to injury or inaction specified in clauses physical or mental illness to perform his (aher) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed duties to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign HIC for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum period of 30 consecutive days and provides HIC a maximum of 90 days advance notice of the date of his resignationwritten certification to that effect from a duly licensed physician who is providing Executive with ongoing treatment for such injury or physical or mental illness.
Appears in 1 contract
Samples: Retention Agreement (Highlands Insurance Group Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Executive Severance Agreement (Interpublic Group of Companies, Inc.)
Resignation for Good Reason. The Following a Change in Control during the Term hereof, Executive may, under the following circumstances, regard Executive's employment as being constructively terminated by the Bank (and in such case Executive's employment shall have a terminate) and may, therefore, Resign for Good Reason for resigning only if (a) within 90 days of Executive's discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute "Good Reason" for such Resignation for Good Reason:
(i) Without Executive's express written consent, the Companyassignment to Executive of any duties materially inconsistent with Executive's position, including without limitation membership on any Board of Directorsduties, that responsibilities and status with the Executive held Bank immediately prior to the Change in Control, or any subsequent removal of Control; Executive from or any failure to re-elect him to any such position;
(bii) the Company reduces the Without Executive's rate of regular cash express written consent, the termination and/or material reduction in Executive's facilities (including office space and fully vested deferred base compensation ("Regular Compensation"general location) from that which he earned and staff reporting and available to Executive immediately prior to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank of Control Executive's base salary or fails of any bonus compensation applicable to increase it within 12 months following the Change of Control by (him as in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods effect immediately prior to the Change of Control in Control;
(or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed iv) A failure by the Company); (c) Bank to maintain any of the Company fails to provide the Executive with fringe employee benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that perks to which he Executive was entitled immediately prior to the Change in Control at a level substantially equal to or greater than the value of those employee benefits and perks in effect immediately prior to the Change in Control; or the taking of any action by the Bank which would materially affect Executive's participation in or reduce Executive's benefits under any such benefits or 'perks' plans, programs or policies, or deprive Executive of any material fringe benefits enjoyed by him immediately prior to the Change in Control;
(ev) The Bank requiring Executive to be based anywhere other than in the Company breaches any agreement between it county in which the Bank's principal business location is currently situated, except for required travel on the Bank's behalf to an extent substantially consistent with Executive's present business travel obligations;
(vi) Any purported Termination of Executive's employment by the Bank other than those effected in good faith pursuant to Sections 7(a) and the Executive 7(b);
(including this Agreement); (fvii) without limitation The failure of the foregoing clause (e), the Company fails Bank to obtain the express assumption of this Agreement by any successor successor; or
(viii) Receipt by Executive of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions a Notice of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationNon-Renewal.
Appears in 1 contract
Resignation for Good Reason. The Executive may terminate the Executive’s employment hereunder at any time upon thirty (30) days’ written notice to the Company, for Good Reason. In the event of such termination, the Company shall pay, subject to Section 4(j), to the Executive the sum of (i) 175% of the Executive’s annual base salary (as in effect on the Date of Termination), (ii) $11,350 and (iii) any earned but unpaid bonus for a calendar year ending prior to the date of such termination. Such amounts under clauses (i), (ii) and (iii) above shall, subject to Section 16 hereof, be paid to the Executive or his legal representative in a single lump sum payment on the 61st day following the Date of Termination. The Executive shall be entitled to receive the Accrued Obligations and the Pro Rata Bonus, if any, at time specified therefor in Sections 4(a) and 4(d), respectively. The Executive will have a “Good Reason Reason” for resigning only if (a) termination of the Company fails to elect the Executive toExecutive’s employment hereunder if, or removes him fromother than for Cause, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or occurred:
(i) the Executive’s base salary or the percentage of base salary to which the Executive determines may be entitled as the result of the Company reaching the annual EBITDA targets as provided in good faith Section 3(b) of this Employment Agreement has been reduced, other than in connection with an across-the-board reduction (of approximately the same percentage but no more than five (5%) of the then base salary) in executive compensation to executive employees imposed by the Board in response to materially negative financial results or other materially adverse circumstances affecting the Company;
(ii) the Board (or any compensation committee thereof) establishes an unachievable and commercially unreasonable annual EBITDA target that the Company has, without his consent, effected must achieve in order for the Executive to receive a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (ibonus under Section 3(b) of this sentence shall constitute a Good Reason unless Employment Agreement and the Executive notifies Interpublic provides written notice of his objection to the Board (or such compensation committee) within ten (10) business days after such target has been established and communicated in writing to the Executive stating that the Executive believes such target to be unachievable and commercially unreasonable;
(iii) the Company has committed an action required the Executive to relocate outside the greater Minneapolis, Minnesota area or inaction specified in clauses (a) through (i) (a "Covered Action") and has relocated the corporate headquarters of the Company does outside the greater Minneapolis, Minnesota area or has removed or relocated outside the greater Minneapolis area, a material number of employees or senior management of the Company in each case, without the Executive’s written consent;
(iv) any diminution in title, or any material diminution in responsibilities, duties or authorities, without the Executive’s written consent; or
(v) the Company has breached this Employment Agreement in any material respect if such breach is described in a written notice to the Company referring to this Section 4(c)(ii), and such breach is not cure such Covered Action capable of being cured or has not been cured within 30 thirty (30) days after receipt of such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Employment Agreement (Universal Hospital Services Inc)
Resignation for Good Reason. The Executive shall have a Employee may terminate his employment at any time for Good Reason for resigning only if (awhich maybe any of the following: i) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which assignment tot he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the ExecutiveEmployee, without his express written consent, to be based of any substantial duties inconsistent with his positions, duties, responsibilities and status with the Company; ii) a reduction by the Company without the Employee's consent in an office outside of the office his base salary as in which Executive is based effect on the date hereof or as the same may be increased from time to travel time; iii) a failure by the Company to continue the Employee as a participant in the Company's bonus plan, as the same may be modified from time to time but substantially more extensively than in the form currently in effect, on at least as favorable of a basis as the present basis without otherwise compensating the Employee for the amounts which he did prior would otherwise have been entitled to receive based on the Change of ControlCompany's performance in accordance with such plan; or (iiv) the Executive determines in good faith that Company's requiring the Company hasEmployee, without his consent, effected a significant change in his status withinto be permanently based anywhere other than the Company's principal executive offices, or in the nature event he consents to any such relation, the failure by the Company to pay (or scope reimburse the Employee for) all reasonable moving expenses actually incurred by the Employee or to indemnify the Employee against any loss realized in the sale of his principal residence in connection with any such relocation. Travel required with respect to the Company's business to an extent substantially consistent with the Employee's present business travel obligations or consistent with his duties or responsibilities with, position with the Company that obtained immediately prior shall not be deemed a relocation; v) the failure by the Company to continue the Change of Control (Employee as participant in or to designate the Employee as a participant in any benefit plan or arrangement, including but not limited toany retirement plan, subjecting compensation plan, savings and profit sharing plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health-and-accident plan, dental plan or disability plan in which he is currently participating or in any similar plan or arrangement adopted or maintained by the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that Company for its executives without otherwise compensating him for such loss in benefits. In no event designated in clauses (a) through (i) shall the discontinuance of this sentence shall any compensation or other fringe benefit plan or arrangement or the restructuring of the Company's compensation or fringe benefit plans or arrangements constitute a Good Reason unless the Executive Employee is not otherwise compensated and the net result is a substantial economic loss for the Employee and unless the Employee notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") writing of the existence and extent of such loss and grants the Company does not thirty (30) days to cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationloss.
Appears in 1 contract
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.status
Appears in 1 contract
Samples: Executive Severance Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if may terminate the Executive’s employment hereunder at any time upon thirty (a30) the Company fails days’ written notice to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board for Good Reason. In the event of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e)termination, the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate shall pay the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or aggregate of: (i) the Executive’s annual base salary (as in effect on the Date of Termination); (ii) the sum of $11,350; and (iii) the bonus that would have been payable to the Executive determines for the fiscal year in good faith which the Date of Termination occurs had the Company achieved 100% of the then applicable EBITDA Target for such fiscal year. Amounts under clauses (i) and (ii) above shall be, subject to Section 19 hereof, paid to the Executive in equal monthly installments for twelve (12) months following the Date of Termination and any bonus amount under clause (iii) above shall, subject to Section 19 hereof, be paid within ten (10) days following the Date of Termination. The Executive will have “Good Reason” for termination of the Executive’s employment hereunder if, other than for Cause, any of the following has occurred:
(i) the Executive’s base salary or the bonus (as a percentage of base salary) to which the Executive may be entitled as the result of the Company reaching the then applicable EBITDA Target under the Executive Bonus Plan has been reduced other than in connection with an across-the-board reduction (of approximately the same percentage) in executive compensation to executive employees imposed by the Board in response to negative financial results or other adverse circumstances affecting the Company;
(ii) the Board establishes an unachievable and commercially unreasonable EBITDA Target that the Company has, without his consent, effected must achieve in order for the Executive to receive a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (ibonus under Section 3(b) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that Employment Agreement;
(iii) the Company has committed an action reduced or inaction specified in clauses (a) through (i) (reassigned a "Covered Action") and material portion of the Executive’s duties hereunder, has required the Executive to relocate outside the greater Minneapolis, Minnesota area or has relocated the corporate headquarters of the Company does not cure such Covered Action within 30 days after such noticeoutside the greater Minneapolis, at which time such Good Reason shall be deemed to have arisen. Notwithstanding Minnesota area or has removed or relocated outside the immediately preceding sentencegreater Minneapolis area, no action by a material number of employees or senior management of the Company; or
(iv) the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified has breached this Employment Agreement in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationany material respect.
Appears in 1 contract
Samples: Employment Agreement (Universal Hospital Services Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's ' s rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's ' s activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's ' s termination for Cause or death or from the Executive's ' s resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's ' s Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Employment Agreement (Interpublic Group of Companies, Inc.)
Resignation for Good Reason. The Either before or following a Change in Control during the Term hereof, Executive may, under the following circumstances, regard Executive’s employment as being constructively terminated by the Bank (and in such case Executive’s employment shall have a terminate) and may, therefore, Resign for Good Reason for resigning only if (a) within 90 days of Executive’s discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute “Good Reason” for such Resignation for Good Reason:
(i) If the Company, including without limitation membership the prior written consent of Executive, reduces, by more than ten percent (10%), Executive’s base salary or any bonus compensation applicable to her as in effect prior to such reduction other than as part of a Company-wide reduction in compensation expenses that similarly affects all other senior members of management at and above Executive’s pay grade or as required by the United States Department of Treasury for the purpose of compliance with the restrictions on any Board executive compensation as set forth by the CPP as authorized under the TARP, and those laws and/or amendments thereto that modify the terms thereof;
(ii) If the Company, without the prior written consent of DirectorsXxxxxx, that deprives Xxxxxx of the title of Executive Vice President of Heritage Oaks Bank and President of Business First Bank, a division of Heritage Oaks Bank or materially diminishes the authority delegated to Xxxxxx in her capacity as a member of the Executive held Committee of Heritage Oaks Bank and as President of Business First Bank, a division of Heritage Oaks Bank;
(iii) If the Company, without the prior written consent of Xxxxxx, requires Xxxxxx to relocate her principal place of business outside of Santa Xxxxxxx County;
(iv) A failure by the Company to maintain any of the benefits and perks to which Xxxxxx was entitled at a level substantially equal to or greater than the value of those benefits and perks in effect immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control such change in benefits or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Controlperks; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope taking of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no any action by the Company shall give rise which would materially affect Xxxxxx’x participation in or reduce Xxxxxx’x benefits under any such benefits or ‘perks’ plans, programs or policies, or deprive Xxxxxx of any material fringe benefits enjoyed by her immediately prior to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action any such action;
(v) Any purported Termination of Xxxxxx’x employment by the Company specified other than those effected in clauses (agood faith pursuant to Sections 7(a) through (iand 7(b) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice Agreement;
(vi) The failure of the date Company to obtain the assumption of his resignationthe Agreement by any successor; or
(vii) The receipt by Xxxxxx of a Notice of Non-Renewal per the Agreement.
Appears in 1 contract
Resignation for Good Reason. The Following a Change in Control during the Term hereof, Executive shall have a may Resign for Good Reason for resigning only if (a) within 90 days of Executive’s discovery of the Company fails to elect occurrence of one or more of the Executive to, or removes him fromfollowing events, any office of which shall constitute “Good Reason” for such Resignation for Good Reason:
(i) Without Executive’s express written consent, the Companyassignment to Executive of any duties materially inconsistent with Executive’s position, including without limitation membership on any Board of Directorsduties, that responsibilities and status with the Executive held Bank immediately prior to the Change in Control, or any subsequent removal of Control; Executive from or any failure to re-elect him to any such position;
(bii) Without Executive’s express written consent, the Company reduces the termination and/or material reduction in Executive's rate of regular cash ’s facilities (including office space and fully vested deferred base compensation ("Regular Compensation"general location) from that which he earned and staff reporting and available to Executive immediately prior to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank of Control Executive’s base salary or fails of any bonus compensation applicable to increase it within 12 months following the Change of Control by (him as in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods effect immediately prior to the Change of Control in Control;
(or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed iv) A failure by the Company); (c) Bank to maintain any of the Company fails to provide the Executive with fringe employee benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that perks to which he Executive was entitled immediately prior to the Change in Control at a level substantially equal to or greater than the value of those employee benefits and perks in effect immediately prior to the Change in Control; or the taking of any action by the Bank which would materially affect Executive’s participation in or reduce Executive’s benefits under any such benefits or ‘perks’ plans, programs or policies, or deprive Executive of any material fringe benefits enjoyed by him immediately prior to the Change in Control;
(ev) The Bank requiring Executive to be based anywhere other than in the Company breaches any agreement between it county in which the Bank’s principal business location is currently situated, except for required travel on the Bank’s behalf to an extent substantially consistent with Executive’s present business travel obligations;
(vi) Any purported Termination of Executive’s employment by the Bank other than those effected in good faith pursuant to Sections 7(a) and the Executive 7(b);
(including this Agreement); (fvii) without limitation The failure of the foregoing clause (e), the Company fails Bank to obtain the express assumption of this Agreement by any successor successor; or
(viii) Receipt by Executive of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions a Notice of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationNon-Renewal.
Appears in 1 contract
Resignation for Good Reason. The Executive may terminate the Executive’s employment hereunder at any time upon thirty (30) days’ written notice to the Company, for Good Reason. In the event of such termination, the Company shall pay, subject to Section 4(j), to the Executive the sum of (i) 175% of the Executive’s annual base salary (as in effect on the Date of Termination), (ii) $7,593 and (iii) any earned but unpaid bonus for a fiscal year ending prior to the date of such termination. Such amounts under clauses (i) and (ii) above shall, subject to Section 16 hereof, be paid to the Executive or his legal representative in a lump sum payment within sixty (60) days following the Date of Termination and any bonus amount under clause (iii) above shall be paid at the same time as such bonuses are paid to other executives with respect to such fiscal year; provided, that such amount (if any) must be paid prior to the end of the fiscal year in which the Date of Termination occurs. The Executive shall be entitled to receive the Pro Rata Bonus, if any, and the Accrued Obligations, in each case, at time specified therefor in this Employment Agreement. The Executive will have a “Good Reason Reason” for resigning only if (a) termination of the Company fails to elect the Executive toExecutive’s employment hereunder if, or removes him fromother than for Cause, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or occurred:
(i) the Executive’s base salary or the percentage of base salary to which the Executive determines may be entitled as the result of the Company reaching the annual EBITDA targets as provided in good faith Section 3(b) of this Employment Agreement has been reduced, other than in connection with an across-the-board reduction (of approximately the same percentage but no more than five (5%) of the then base salary) in executive compensation to executive employees imposed by the Board in response to materially negative financial results or other materially adverse circumstances affecting the Company;
(ii) the Board (or any compensation committee thereof) establishes an unachievable and commercially unreasonable annual EBITDA target that the Company has, without his consent, effected must achieve in order for the Executive to receive a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (ibonus under Section 3(b) of this sentence shall constitute a Good Reason unless Employment Agreement and the Executive notifies Interpublic provides written notice of his objection to the Board (or such compensation committee) within ten (10) business days after such target has been established and communicated in writing to the Executive stating that the Executive believes such target to be unachievable and commercially unreasonable;
(iii) the Company has committed an action required the Executive to relocate outside the greater Minneapolis, Minnesota area or inaction specified in clauses (a) through (i) (a "Covered Action") and has relocated the corporate headquarters of the Company does outside the greater Minneapolis, Minnesota area or has removed or relocated outside the greater Minneapolis area, a material number of employees or senior management of the Company in each case, without the Executive’s written consent;
(iv) any diminution in title, or any material diminution in responsibilities, duties or authorities, without the Executive’s written consent; or
(v) the Company has breached this Employment Agreement in any material respect if such breach is described in a written notice to the Company referring to this Section 4(c)(ii), and such breach is not cure such Covered Action capable of being cured or has not been cured within 30 thirty (30) days after receipt of such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Employment Agreement (Universal Hospital Services Inc)
Resignation for Good Reason. The Executive shall have a the right to terminate his employment hereunder at any time, effective upon 60 days’ written notice to the Company, for Good Reason (as defined below), and upon such termination, the Executive shall receive from the Company the Base Salary in accordance with the Payroll Policies, and the employee benefits specified in Section 5.4 that the Executive was receiving at the date of termination, to the maximum extent permissible under such plans, for resigning only 18 months following the date of such termination, provided, however, that the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if during the period in which salary and/or benefits continue pursuant to the preceding sentence, the Executive accepts other employment, (i) his Base Salary due for the period after termination shall be reduced by the amount of his base compensation in his new employment, and (ii) the continuation of his employee benefits hereunder shall cease. The Executive shall have “Good Reason” for termination of his employment hereunder if any of the following has occurred:
(a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of ControlBase Salary has been reduced; or
(b) the Company reduces has reduced or reassigned, in any material respect, the duties of the Executive hereunder as President and Chief Executive Officer and such event has not been rescinded within 20 business days after the Executive notifies the Company that he objects thereto. Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if he has either consented to any event set forth above or ninety (90) days have elapsed following such event. For the avoidance of doubt, a disagreement between the Executive and the Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, including without limitation matters set forth in any annual operating budget or strategic plan approved by the Board, shall not constitute “Good Reason” for purposes of this Agreement. In the event of the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior ’s death, any payments required to be made by the Company to the Change of Control Executive under this Section 6.5 shall be made to such individual beneficiary or fails to increase it within 12 months following trust, located at such address, as the Change of Control Executive may designate by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior notice to the Change of Control (Company from time to time or, if fewerthe Executive fails to give notice to Company of such a beneficiary, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation’s estate.
Appears in 1 contract
Samples: Employment Agreement (Advanced Audio Concepts, LTD)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, occurrence of any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation events during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, Term without his express written consent, consent shall entitle Executive to be based in an office outside of resign for Good Reason ("Good Reason Event") during the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or Term: (i) the Executive determines any material diminution in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties Executive's authority, powers, functions, duties, positions or responsibilities withfrom those provided under this Agreement, or the Company assignment of duties, responsibilities or reporting relationships that obtained immediately are inconsistent with his then positions or responsibilities under this Agreement (other than with respect to AX on or after a Transition Termination); (ii) without Executive's consent, relocation by more than 50 miles of Executive's office, or of GX's principal executive offices, from the principal executive office location established pursuant to Section 1(a) hereof; (iii) any material uncured breach by GX of this Agreement (including any failure to provide compensation when and as required hereunder, unless cured within 10 business days of such failure); (iv) failure of any successor of AX or GX to assume in writing all obligations imposed on the applicable assignor hereunder on or prior to the Change date of Control such succession, unless such assumption occurs by operation of law; (including but not limited to, subjecting the Executive's activities v) failure to appoint or elect or reelect Executive as GX CEO and exercise Director; or (vi) GX notice of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) nonrenewal of this sentence shall constitute Agreement. For 60 days following the occurrence of a Good Reason unless Event, Executive shall have the Executive notifies Interpublic right to deliver a notice of breach to GX detailing the specific Good Reason Event that has occurred. In the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company event that GX does not cure such Covered Action the breach, if susceptible of cure, within 60 days after receipt of notice, then Executive shall have 30 days after to deliver notice of resignation. Upon such noticeresignation, at which time Executive shall receive the same payments and benefits as provided in Section 7(c) hereof. If Executive resigns under this Section 7(d) as a result of the acts or omissions of GX and not as a result of the acts or omissions of AX, then (1) AX shall have no obligation in respect of the payments required to be made to Executive under this Section 7(d) and (2) the AX Employment Agreement shall thereafter continue in effect in accordance with its terms without giving further effect to any amendments to such Good Reason shall be deemed to have arisenagreement contained herein. Notwithstanding the immediately preceding sentenceforegoing, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the employment with AX is terminated within thirty days of Executive's resignation for other than a Good Reasonfrom GX, and no action by the Company specified in clauses (a) through (i) of the preceding sentence Executive shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.retain all claims against AX under
Appears in 1 contract
Resignation for Good Reason. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days’ notice to the Employer. For this purpose, “Good Reason” shall have be deemed to exist if, absent the Executive’s written consent: (i) there is a Good Reason for resigning only if (a) the Company fails to elect the Executive tomaterial diminution in title and/or duties, responsibilities or removes him from, any office authority of the CompanyExecutive, including without limitation membership on any Board of Directorsa change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, that the Executive held immediately prior to the Change of Control; standing alone, will not qualify as a material diminution) (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Companya “Material Diminution”); (cii) the Company fails Employer changes the geographic location of the Executive’s principal place of business to provide a location that is at least fifty (50) miles away from the Executive with fringe benefits and/or geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus plans, such target percentage of base salary as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans in effect on the date of this Agreement ("Benefit or as the same may be increased hereafter) (the “Target Bonus Plans"Percentage”), thatother than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately when combined with any such prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control)reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that no if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event designated described in clauses (ai) through (iiv) of this sentence above, the Executive shall constitute a only have ninety (90) days from the date the event that constitutes Good Reason unless first arises to provide the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) Employer with written notice of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign grounds for a Good Reason for purposes termination, and the Employer shall have a period of section 1.1 of this Agreement by, within 30 thirty (30) days to cure after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice receipt of the date written notice. Resignation by the Executive following Employer’s cure or before the expiration of his resignationthe thi11y (30) day cure period shall constitute a voluntary resignation and not a termination for Good Reason.
Appears in 1 contract
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, . bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company Interpublic fails to obtain the express assumption of this Agreement by any successor of the Company Interpublic as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof New York City or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (d) or (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation. prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (d) or (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Severance Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) During the term hereof, Executive may regard Executive's employment as being constructively terminated and may, therefore, resign within 30 days of the occurrence of one or more of the following events, any of which will constitute "good reason" for such resignation: (i) failing to continue the appointment of Executive as Chief Executive Officer (except for a decision by the Company fails not to elect continue the appointment of Executive to, or removes him from, any office as Chief Executive Officer as of the Company, including without limitation membership on any Board termination of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this 1999 Agreement); (fii) without limitation materially diminishing the duties and responsibilities of Executive as Chief Executive Officer, as the same are set forth hereinabove; (iii) assigning to Executive duties and responsibilities inconsistent with his position as Chief Executive Officer; (iv) requiring Executive to relocate his place of employment to a location outside of the foregoing clause 48 contiguous states of the United States; or (e), v) the Company fails to obtain the express assumption of this Agreement by any successor failure of the Company to obtain an agreement from any Successors and Assigns to assume and agree to perform this 1999 Agreement, as provided contemplated in section 6.3 Section 12 hereof; .
(gb) In the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside event of the office occurrence of any of the events or conditions described in which Section 8.5(a) and in the event Executive is based wishes to resign on the date hereof or to travel substantially more extensively than he did prior to basis of occurrence of such event, Executive shall give the Change Board of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope Directors notice of his duties or responsibilities withproposed resignation within 30 calendar days of the occurrence of such event, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure Board of Directors shall have 30 calendar days following its receipt of such Covered Action within 30 days after notice to remedy the occurrence giving rise to such noticeproposed resignation, at which time such Good Reason following which, if the Board of Directors fails to so remedy said occurrence, Executive shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by resigned from his employment with the Company shall give rise for good reason pursuant to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reasonthis Section 8.5, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice effective as of the date of his resignationsuch notice, and will be entitled to severance in accordance with Section 8.4. In such event, Executive's obligations under the provisions of Section 5.1 and Section 6 of this 1999 Agreement shall remain binding on Executive as long as he is eligible to receive Severance Payments from the Company pursuant to this paragraph, or two (2) years, whichever is longer.
Appears in 1 contract
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed were in effect for him immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company than that which obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); providedPROVIDED, howeverHOWEVER, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.
Appears in 1 contract
Samples: Executive Severance Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) the Company fails to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided;, howeverHOWEVER PROVIDED, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding the immediately preceding sentence, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignation.days
Appears in 1 contract
Samples: Severance Agreement (Interpublic Group of Companies Inc)
Resignation for Good Reason. (i) The Executive shall have a the right to terminate his employment hereunder at any time, effective upon one (1) month’s prior written notice to the Company, for Good Reason (as defined below), and upon such termination, the Executive shall have the right to receive from the Company the Base Salary (to be paid in equal installments in accordance with the Payroll Policies), and continued medical and dental coverage under the Company’s plans to the maximum extent permissible thereunder, for resigning only if the longer of (ax) the remainder of the Term and (y) twenty-four (24) months following the date of such termination, provided, however, that the Company fails shall be entitled to elect amend or terminate any plans which are applicable generally to the Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if during the period in which salary and/or benefits continue pursuant to the preceding sentence, the Executive toaccepts other employment, (A) subsequent to the first (1st) anniversary of the termination of employment, his Base Salary shall be reduced by the amount of his base compensation in his new employment subsequent to the first (1st) anniversary of the termination of employment, and (B) the continuation of his medical and dental coverage hereunder shall immediately cease.
(ii) The Executive shall have “Good Reason” for termination of his employment hereunder if any of the following has occurred:
(A) a material diminution in or removes him from, any office assignment of duties materially inconsistent with the Executive’s position as President and Chief Executive Officer of the Company;
(B) reduction in the Base Salary, including without limitation membership on any Board the bonus calculation methodology set forth in Section 5(b) hereof, perquisites or the overall level of Directors, that the Executive held immediately prior other benefits (other than as a result of changes to benefit plans generally made available to the Change employees and/or senior management of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed participates or for any reductions required by the Companylaw); ;
(cC) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails a failure to provide the Executive with an annual number of paid vacation days at least equal office and with secretarial support similar to that to which he was entitled immediately prior in effect as of the date hereof;
(D) relocation of the Company’s corporate headquarters more than forty (40) miles from its existing location without the Executive’s consent;
(E) imposition on the Executive of significantly increased travel requirements when compared to the Change date hereof; provided, that the Board may require Executive to travel to Asia in furtherance of Controlhis duties up to six (6) times per year; and
(eF) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation becoming a wholly or majority owned subsidiary of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisenSharper Image Corporation. Notwithstanding the immediately preceding sentenceforegoing, no action the Executive shall not have “Good Reason” to terminate his employment if he has either consented to any event set forth above or three (3) months have elapsed following such event. For the avoidance of doubt, a disagreement between the Executive and the Board with respect to the policies and strategies adopted or approved by the Company Board with respect to the Company’s business and affairs, including without limitation matters set forth in any annual operating budget or strategic plan approved by the Board, shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a not constitute “Good Reason, and no action by the Company specified in clauses (a) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason ” for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationAgreement.
Appears in 1 contract
Samples: Employment Agreement (Advanced Audio Concepts, LTD)
Resignation for Good Reason. (i) The Executive shall have a Good Reason for resigning only if the right to terminate his employment hereunder at any time, effective upon one (a1) the Company fails month’s prior written notice to elect the Executive to, or removes him from, any office of the Company, including without limitation membership on any Board for Good Reason (as defined below), and upon such termination, the Executive shall have the right to receive from the Company the Base Salary (to be paid in equal installments in accordance with the Payroll Policies), and continued medical and dental coverage under the Company’s plans to the maximum extent permissible thereunder, for the longer of Directors(x) the remainder of the Term and (y) eighteen (18) months following the date of such termination, provided, however, that the Executive held immediately prior Company shall be entitled to amend or terminate any plans which are applicable generally to the Change Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if during the period in which salary and/or benefits continue pursuant to the preceding sentence, the Executive accepts other employment, (A) subsequent to the first (1st) anniversary of Control; the termination of employment, his Base Salary shall be reduced by the amount of his base compensation in his new employment subsequent to the first (b1st) anniversary of the termination of employment, and (B) the Company reduces continuation of his medical and dental coverage hereunder shall immediately cease.
(ii) The Executive shall have “Good Reason” for termination of his employment hereunder if any of the following has occurred:
(A) a material diminution in or assignment of duties materially inconsistent with the Executive's rate ’s position as Vice President, Marketing;
(B) reduction in the Base Salary, the bonus calculation methodology set forth in Section 5(b) hereof, perquisites or the overall level of regular cash and fully vested deferred base compensation other benefits ("Regular Compensation") from that which he earned immediately prior other than as a result of changes to benefit plans generally made available to the Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average employees and/or senior management of the rates of increase Company in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed participates or for any reductions required by the Companylaw); ;
(cC) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails a failure to provide the Executive with an annual number of paid vacation days at least equal office and with secretarial support similar to that to which he was entitled immediately prior in effect as of the date hereof;
(D) relocation of the Company’s corporate headquarters more than forty (40) miles from its existing location without the Executive’s consent;
(E) imposition on the Executive of significantly increased travel requirements when compared to the Change date hereof; provided, that the Board may require Executive to travel to Asia in furtherance of Controlhis duties up to six (6) times per year; and
(eF) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation becoming a wholly or majority owned subsidiary of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisenSharper Image Corporation. Notwithstanding the immediately preceding sentenceforegoing, no action by the Company Executive shall give rise to a Good Reason if it results from the Executive's termination for Cause or death or from the Executive's resignation for other than a not have “Good Reason, and no action by the Company specified in clauses ” to terminate his employment if he has either consented to any event set forth above or three (a3) through (i) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. If the Executive has a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, within 30 days after the Good Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date of his resignationmonths have elapsed following such event.
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Samples: Employment Agreement (Advanced Audio Concepts, LTD)
Resignation for Good Reason. The Executive shall have a Good Reason for resigning only if (a) If, during the Company fails to elect the Executive to, or removes him fromterm of this Agreement, any office of the Company, including without limitation membership on any Board of Directors, that the Executive held immediately prior to the Change of Control; (b) the Company reduces the Executive's rate of regular cash and fully vested deferred base compensation ("Regular Compensation") from that which he earned immediately prior to the events constituting a Change of Control or fails to increase it within 12 months following the Change of Control by (in addition to any increase pursuant to section 2.2 hereof) at least the average of the rates of increase in his Regular Compensation during the four consecutive 12-month periods immediately prior to the Change of Control (or, if fewer, the number of 12-month periods immediately prior to the Change of Control during which the Executive was continuously employed by the Company); (c) the Company fails to provide the Executive with fringe benefits and/or bonus plans, such as stock option, stock purchase, restricted stock, life insurance, health, accident, disability, incentive, bonus, pension and profit sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the Executive has waived his rights thereunder pursuant to article II hereof) are as valuable to him as those that he enjoyed immediately prior to the Change of Control; (d) the Company fails to provide the Executive with an annual number of paid vacation days at least equal to that to which he was entitled immediately prior to the Change of Control; (e) the Company breaches any agreement between it and the Executive (including this Agreement); (f) without limitation of the foregoing clause (e), the Company fails to obtain the express assumption of this Agreement by any successor of the Company as provided in section 6.3 hereof; (g) the Company attempts to terminate the Executive for Cause without complying with the provisions of section 1.3 hereof; (h) the Company requires the Executive, without his express written consent, to be based in an office outside of the office in which Executive is based on the date hereof or to travel substantially more extensively than he did prior to the Change of Control; or (i) the Executive determines in good faith that the Company has, without his consent, effected a significant change in his status within, or the nature or scope of his duties or responsibilities with, the Company that obtained immediately prior to the Change of Control (including but not limited to, subjecting the Executive's activities and exercise of authority to greater immediate supervision than existed prior to the Change of Control); provided, however, that no event designated in clauses (a) through (i) of this sentence shall constitute a Good Reason unless the Executive notifies Interpublic that the Company has committed an action or inaction specified in clauses (a) through (i) (a "Covered Action") and the Company does not cure such Covered Action within 30 days after such notice, at which time such Good Reason shall be deemed to have arisen. Notwithstanding occurred, and during the immediately preceding sentencetwo (2)-year period following such Change of Control, no action by the Executive resigns for Good Reason from employment with the Company shall give rise and/or any of Affiliated Companies, or successors by merger or otherwise, the Executive shall, subject to a Good Reason if it results from the continued compliance with the covenants in Section 6 of this Agreement (as applicable) and the provisions of Sections 5(g) and 17 of this Agreement, be entitled to:
(A) receive an amount equal to two (2) times the sum of (i) the Executive's termination for Cause ’s then current Base Salary and (ii) the greatest of (1) the aggregate amount of discretionary annual cash bonus and/or annual incentive payments made to the Executive during the twelve (12) months preceding the date of termination, (2) the aggregate amount of discretionary annual cash bonus and/or annual incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or death or from (3) the Executive's resignation ’s Annual Cash Incentive Opportunity (it being understood that the Make-Whole Bonus and any other retention or special bonuses or incentives shall not be considered or included for other than this prong (ii)), with an amount equal to the Executive’s then-current Base Salary for a Good Reasonperiod of twelve (12) months (eighteen (18) months if such termination occurs after the first (1st) anniversary of the Effective Date) paid in equal installments at such times as such Base Salary would be payable as if no such termination had occurred for a period of twelve (12) months (eighteen (18) months if such termination occurs after the first (1st) anniversary of the Effective Date), and no action by the remainder payable in a lump sum within forty-five (45) days after the Executive’s termination of employment;
(B) receive a gross bonus payment in an amount which, after payment of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company specified of the Executive’s participation in the plans and arrangements described in clauses (ab) through and (if) of Section 4 for a period of thirty-six (36) months, less any portion which the preceding sentence shall give rise to a Good Reason if it results from Company has already paid on behalf of the Executive's Disability. If the Executive has The gross bonus payment shall be payable in a Good Reason to resign, he may in fact resign for a Good Reason for purposes of section 1.1 of this Agreement by, lump sum within 30 forty-five (45) days after the Executive’s termination of employment. Nothing in this Section shall be construed to prevent the Executive from making an election to continue the health benefit coverage in which the Executive and the Executive’s dependents were participating under the health plans of the Company or its Affiliated Companies, or substantially similar health plans maintained by its or their successors by merger for the period required by applicable federal and state laws;
(C) receive any change of control benefits as provided in and in accordance with the terms of the non-qualified retirement plan if the Executive is a participant in the non-qualified retirement plan; and
(D) receive vesting of all of the Executive’s outstanding awards under the Equity Plan, with the performance goals applicable to any performance based awards to be treated in accordance with the terms of the applicable award agreement or the Equity Plan.
(E) The Executive may resign for Good Reason arisesby giving the Company thirty (30) business days’ prior written notice and, giving Interpublic during that thirty (30)-business day period, an opportunity to cure. The subsequent death, disability, or obtaining of a minimum new position not in violation of 30 and a maximum of 90 days advance notice Section 6(b) by the Executive does not mitigate or terminate the obligations of the date of his resignationCompany under this Section 5(d)(i).
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