SEPARATION OF EMPLOYEE. (a) Unless terminated earlier in accordance with this Agreement, the parties agree that Employee’s last day of employment with Alion will be February 1, 2010 (“Separation Date”). The time between the Execution Date and the Separation Date is referred to herein as the “Retention Period.” (b) Except as otherwise provided in this Agreement, effective as of the Separation Date, Employee shall not be eligible for further pay or benefits, including without limitation any benefits under any severance pay plan applicable to him as an employee of Alion. (c) During the Retention Period, Employee (i) shall devote his full business time to the Company; (ii) shall perform his regular duties, or such other duties as may be assigned to him from time to time to the best of his ability and with the utmost good faith; and (iii) shall take all reasonable steps to provide for a successful transition of his duties. During the Retention Period, Employee’s duties may be changed, decreased or eliminated at the discretion of the Company and upon written notification to Employee, provided that the Company fulfills its obligation to pay Employee his salary during the Retention Period. Specifically, during the Retention Period, Employee shall not have the authority to bind the Company and shall participate in Board proceedings only at the direction of the CEO. (d) During the Retention Period, should Employee resign voluntarily prior to the Separation Date, this Agreement shall remain in full force and effect except that (i) the resignation date shall be substituted for the “Separation Date” stated above for all subsequent purposes and (ii) Employee shall forfeit the 2009 Bonus (as defined below) or, if already paid, the Company shall be entitled to recoup the 2009 Bonus of $90,000.00 previously paid to Employee by reducing any amounts remaining due him by $90,000.000. During the Retention Period, the Employee remains subject to termination for Cause, as defined in his Employment Agreement dated June 28, 2007, as amended on February 18, 2008 (the “Employment Agreement”). If Employee is terminated for Cause during the Retention Period, this Agreement shall become null and void, any payments already made pursuant to this Agreement shall be returned, and the rights of the parties shall thereafter be governed by the Employment Agreement or other any other applicable agreements as they existed immediately prior to the Execution Date of this Agreement. (e) By signing this Agreement, Employee expressly resigns, as of the Execution Date, from his position as the Secretary of the Board and from any other offices, directorships, or other positions held by him with the Company or any related entities, except that Employee is not resigning from his position as General Counsel, which shall be terminated pursuant to this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Alion Science & Technology Corp)
SEPARATION OF EMPLOYEE. Employee hereby agrees that he will announce his departure from Alion and has notified Alion as of February 15, 2008 (athe “Notification Date”) Unless terminated earlier in accordance with this Agreement, the parties that his employment as Chief Financial Officer of Alion and his status as a full-time employee will cease. Alion and Employee agree that EmployeeEmployee shall remain an “adjunct” employee with Alion, as defined in Alion’s last day of employment with Alion will be February 1policies, 2010 in an untitled position until August 15, 2008 (the “Separation Date”). The time between Employee voluntarily resigns from employment with the Execution Date Company effective upon the Separation Date, and the Company hereby accepts Employee’s resignation. Employee expressly acknowledges that, upon the occurrence of the Separation Date is referred to herein as the “Retention Period.”
(b) Date, he will no longer be an employee of Alion. Except as otherwise provided in this AgreementParagraph 2 below, effective as of the Separation Date, Employee shall not be eligible for further pay or benefits, including without limitation any benefits under any severance pay plan applicable to him as an employee of Alion.
(c) During , except as provided in this Agreement. From the Retention Period, Employee (i) shall devote his full business time to the Company; (ii) shall perform his regular duties, or such other duties as may be assigned to him from time to time to the best of his ability and with the utmost good faith; and (iii) shall take all reasonable steps to provide for a successful transition of his duties. During the Retention Period, Employee’s duties may be changed, decreased or eliminated at the discretion period of the Company Notification Date through the Separation Date, and upon written notification to Employee, provided that the Company fulfills its obligation to pay Employee his salary during the Retention Period. Specifically, during the Retention Periodexcept as otherwise expressly permitted by Alion’s Chief Executive Officer, Employee shall not perform any work for Alion, shall cease all of his activities in connection with his duties at Alion, shall have the no authority to act on behalf of or bind the Company Alion and shall participate in Board proceedings only at the direction not represent to any third party or to any employee, agent or representative of the CEO.
(d) During the Retention PeriodAlion that he has any title, should Employee resign voluntarily prior role or authority to act for or on behalf of Alion; provided, however, that, up to the Separation Date, this Agreement shall remain in full force and effect except that (i) the resignation date shall be substituted for the “Separation Date” stated above for all subsequent purposes and (ii) Employee shall forfeit provide reasonable assistance and cooperation to Alion at such times and in such places as Alion may reasonably request. In addition, effective on the 2009 Bonus (as defined below) or, if already paid, the Company shall be entitled to recoup the 2009 Bonus of $90,000.00 previously paid to Employee by reducing any amounts remaining due him by $90,000.000. During the Retention Period, the Employee remains subject to termination for Cause, as defined in his Employment Agreement dated June 28, 2007, as amended on February 18, 2008 (the “Employment Agreement”). If Employee is terminated for Cause during the Retention Period, this Agreement shall become null and void, any payments already made pursuant to this Agreement shall be returned, and the rights of the parties shall thereafter be governed by the Employment Agreement or other any other applicable agreements as they existed immediately prior to the Execution Date of this Agreement.
(e) By signing this AgreementNotification Date, Employee expressly resigns, as of the Execution Date, resigns from his position as the Secretary of the Board and from any other all offices, directorships, or other directorships and fiduciary positions held by him with the Company or any related entities, except that Employee is not resigning from his position as General Counsel, which shall be terminated pursuant to this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Alion Science & Technology Corp)
SEPARATION OF EMPLOYEE. Employee hereby agrees that he will announce his departure from Alion and has notified Alion as of October 24, 2008 (athe “Notification Date”) Unless terminated earlier in accordance with this Agreementthat his employment as Senior Vice President, Sector Manager for the parties Defense Operations Integration Sector of Alion and his status as a full-time employee will cease. Alion and Employee agree that EmployeeEmployee shall remain an “adjunct” employee with Alion, as defined in Alion’s last day policies, in an untitled position until the first anniversary of employment with Alion will be February 1, 2010 the Notification Date (the “Separation Date”). The Employee voluntarily resigns from full-time between employment with the Execution Date Company effective upon the Separation Date, and the Company hereby accepts Employee’s resignation. Employee expressly acknowledges that, upon the occurrence of the Separation Date is referred to herein as the “Retention Period.”
(b) Date, he will no longer be an employee of Alion. Except as otherwise provided in this AgreementParagraph 2 below, effective as of the Separation Date, Employee shall not be eligible for further pay or benefits, including without limitation any benefits under any severance pay plan applicable to him as an employee of Alion.
(c) During , except as provided in this Agreement. From the Retention Period, Employee (i) shall devote his full business time to the Company; (ii) shall perform his regular duties, or such other duties as may be assigned to him from time to time to the best of his ability and with the utmost good faith; and (iii) shall take all reasonable steps to provide for a successful transition of his duties. During the Retention Period, Employee’s duties may be changed, decreased or eliminated at the discretion period of the Company and upon written notification to Employee, provided that the Company fulfills its obligation to pay Employee his salary during the Retention Period. Specifically, during the Retention Period, Employee shall not have the authority to bind the Company and shall participate in Board proceedings only at the direction of the CEO.
(d) During the Retention Period, should Employee resign voluntarily prior to Notification Date through the Separation Date, this Agreement shall remain and in full force and effect except that (i) the resignation date shall be substituted consideration for the “Separation Date” stated above for all subsequent purposes and (ii) Employee shall forfeit the 2009 Bonus Salary Continuation Payments (as defined below) or, if already paid, Employee shall provide such services to Alion as the Company shall be entitled to recoup the 2009 Bonus of $90,000.00 previously paid to Employee by reducing any amounts remaining due him by $90,000.000may reasonably request. During the Retention Period, the Employee remains subject to termination for Cause, as defined in his Employment Agreement dated June 28, 2007, as amended on February 18, 2008 (the “Employment Agreement”). If Employee Unless such request is terminated for Cause during the Retention Period, this Agreement shall become null and void, any payments already made pursuant to this Agreement shall be returnedmade, and the rights of the parties except as otherwise expressly permitted by Alion’s Chief Executive Officer, Employee shall thereafter be governed by the Employment Agreement or other not perform any other applicable agreements as they existed immediately prior work for Alion, shall cease all of his activities in connection with his duties at Alion, shall have no authority to act on behalf of or bind Alion and shall not represent to any third party or to any employee, agent or representative of Alion that he has any title, role or authority to act for or on behalf of Alion. In addition, effective on the Execution Date of this Agreement.
(e) By signing this AgreementNotification Date, Employee expressly resigns, as of the Execution Date, resigns from his position as the Secretary of the Board and from any other all offices, directorships, or other directorships and fiduciary positions held by him with the Company or any related entities, except that Employee is not resigning from his position as General Counsel, which shall be terminated pursuant to this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Alion Science & Technology Corp)
SEPARATION OF EMPLOYEE. Employee hereby agrees that he will announce his retirement from Alion and has notified Alion as of April 21, 2006 (athe “Notification Date”) Unless terminated earlier in accordance with this Agreement, that his employment as Sector Senior Vice President and Sector Manager for the parties Systems Technology Sector of Alion will cease. Alion and Employee agree that Employee’s last day of employment Employee shall remain an employee with Alion will be February 1in an untitled position until April 28, 2010 2006 (the “Separation Date”). The time between Employee voluntarily resigns from employment with the Execution Date Company effective upon the Separation Date, or, if earlier, upon death or the date Employee accepts alternative employment, and the Company hereby accepts Employee’s resignation. Employee expressly acknowledges that, upon the occurrence of the Separation Date is referred to herein as the “Retention Period.”
(b) Date, he will no longer be an employee of Alion. Except as otherwise provided in this AgreementParagraph 2 below, effective as of the Separation Notification Date, Employee shall not be eligible for further pay or benefits, including without limitation any benefits under any severance pay plan applicable to him as an employee of Alion.
(c) During , except as provided in this Agreement. From the Retention Period, Employee (i) shall devote his full business time to the Company; (ii) shall perform his regular duties, or such other duties as may be assigned to him from time to time to the best of his ability and with the utmost good faith; and (iii) shall take all reasonable steps to provide for a successful transition of his duties. During the Retention Period, Employee’s duties may be changed, decreased or eliminated at the discretion period of the Company Notification Date through the Separation Date, and upon written notification to Employee, provided that the Company fulfills its obligation to pay Employee his salary during the Retention Period. Specifically, during the Retention Periodexcept as otherwise expressly permitted by Alion’s Chief Executive Officer, Employee shall not perform any work for Alion, shall cease all of his activities in connection with his duties at Alion, shall have the no authority to act on behalf of or bind the Company Alion and shall participate in Board proceedings only at the direction not represent to any third party or to any employee, agent or representative of the CEO.
(d) During the Retention PeriodAlion that he has any title, should Employee resign voluntarily prior role or authority to act for or on behalf of Alion; provided, however, that, up to the Separation Date, this Agreement shall remain in full force and effect except that (i) the resignation date shall be substituted for the “Separation Date” stated above for all subsequent purposes and (ii) Employee shall forfeit provide reasonable assistance and cooperation to Alion at such times as Alion may reasonably request. In addition, effective on the 2009 Bonus (as defined below) or, if already paid, the Company shall be entitled to recoup the 2009 Bonus of $90,000.00 previously paid to Employee by reducing any amounts remaining due him by $90,000.000. During the Retention Period, the Employee remains subject to termination for Cause, as defined in his Employment Agreement dated June 28, 2007, as amended on February 18, 2008 (the “Employment Agreement”). If Employee is terminated for Cause during the Retention Period, this Agreement shall become null and void, any payments already made pursuant to this Agreement shall be returned, and the rights of the parties shall thereafter be governed by the Employment Agreement or other any other applicable agreements as they existed immediately prior to the Execution Date of this Agreement.
(e) By signing this AgreementNotification Date, Employee expressly resigns, as of the Execution Date, resigns from his position as the Secretary of the Board and from any other all offices, directorships, or other directorships and fiduciary positions held by him with the Company or any related entities, except that Employee is not resigning from his position including without limitation as General Counsela director of METI, which shall be terminated pursuant to this AgreementInc., a subsidiary of Alion.
Appears in 1 contract
Samples: Separation Agreement (Alion Science & Technology Corp)