Term and Positions Clause Samples
Term and Positions. (a) The period of employment of the Executive by the Company shall, subject to earlier termination as provided in this Employment Agreement, continue until December 31, 2009, with automatic one year renewals thereafter. Notwithstanding the foregoing, this Employment Agreement may be terminated by the Company with “cause” (as hereinafter defined) at any time and without cause upon not less than ninety (90) days prior written notice to the Executive.
(b) During the term of this Employment Agreement, the Executive shall be entitled to serve as the Executive Vice President of Development of the Company. For service as an officer and employee of the Company, the Executive shall be entitled to the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time, and any Indemnification Agreement between the Company and the Executive that was in effect as of December 28, 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”).
(c) If:
(i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent;
(ii) the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or
(iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the Company; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)).
(d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given...
Term and Positions. (a) Subject to the provisions for termination hereinafter stated, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") and shall continue through the second anniversary of the Effective Date.
(b) The Executive shall be entitled to serve as Senior Vice President of the Company. For service as an officer and employee of the Company, the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof.
(c) If:
(i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent;
(ii) the Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Smithfield, North Carolina;
(iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects, within ten (10) days after the Executive gives notice thereof to the Company; or
(iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this Employment Agreement; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a) (iii)). The Executive may exercise such right of termination at any time within three (3) months following the occurrence of the applicable event described in (i), (iii) and (iv) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii) of this Paragraph 2(c).
(d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Executive Management Committee of the Company within fifteen (15) days after receipt of such written proposal. If the Executive shall not have giv...
Term and Positions. (a) Subject to the provisions for termination hereinafter provided, (i) the term of this Employment Agreement shall begin on the date hereof and shall continue for the current "fiscal year" (as hereinafter defined) and for the immediately succeeding fiscal year and (ii) as of December 31, 2001, such term automatically shall be extended for the fiscal year commencing January 1, 2002 and for each fiscal year thereafter. This Employment Agreement may be terminated by the Company with "cause" (as hereinafter defined) at any time, or without cause upon not less than ninety days prior written notice. The term "fiscal year" means the period beginning on the day after the Saturday closest to January 1, in one year and ending on the Saturday closest to December 31 in the next year.
Term and Positions. (a) Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on April 15, 1996 and shall continue through April 14, 1997 (the "Original Term"). The Original Term may be extended for additional terms of one year each (each, a "Renewal Term") upon the mutual agreement of Employer and Employee.
(b) Employee shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as Senior Vice President and Manager of Advisory Services of Employer and in such other offices or positions with any subsidiary or affiliate of Employer as shall, from time to time, be assigned reasonably by the Board (but such office or positions shall be consistent with the duties, offices or positions hereinbefore named). It is agreed that in addition to the provisions of Section 4(e) of this Agreement and any other obligations due him hereunder, Employee shall be entitled to the protection of the applicable indemnification provisions of the Articles of Incorporation and Code of Regulations of Employer and the corporate or partnership organizational documents of any such subsidiary or affiliate. Employer will use all commercially reasonable efforts to maintain its directors and officers liability insurance for the benefit of, among others, Employee. For purposes of this Agreement, the term: (i) "affiliate," when used with reference to Employer, means any entity which, directly or indirectly through one or more intermediaries, is controlled by, under common control with, or which controls, Employer; (ii) "control" means (A) the power to direct the management and policies of the entity in question, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and (B) "controlled" and "controlling" have meanings correlative to the foregoing; and (iii) "subsidiary" means, with reference to Employer, any corporation, general or limited partnership, limited liability company, association or other business entity (A) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partners interests are, at the time any determination is being made, owned, controlled or held by Employer or (B) that, at the time any determination is being made, is otherwise controlled, by Employer or one or more subsidiaries of Employer or by Employer and one or more subsidiaries of Emplo...
Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter provided, the term of this Agreement shall begin on the date hereof and shall continue for five (5) years thereafter. Such term shall automatically be extended for one additional day as of t he end of the first day of the term hereof and as of the end of each succeeding day thereafter, unless the Agreement is terminated as provided in Paragraph 8.
(b) Executive, without any compensation in addition to that which is specifically provided in this Agreement, shall serve, and shall be entitled and have the right to serve, as a member of the Board, Chairman of the Board, President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by Executive (i) Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no individual shall be elected or appointed as Chairman of the Board, President or Chief Executive Officer of the Company, (iii) the highest levels of Vice-Presidents and other executive officers of the Company shall report to no individual other than Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of Executive in his role as Chairman of the Board, President and Chief Executive Officer (except that the Compensation Committee shall continue to have such powers as may be required to maintain the compliance of the Company's benefit plans under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the corporate charter, code of regulations, by-laws and other policies and procedures of the Company.
(c) If:
(i) the Company materially changes Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent (including, without limitation, by violating any of the provisions of clauses (i), (ii), (iii) and (iv) of Paragraph 2(b)); ...
Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the term of this Employment Agreement shall begin on the date hereof and shall continue for the current "fiscal year" (as hereinafter defined) and for the succeeding two fiscal years and (ii) as of December 31, 2003, and the first day of each succeeding fiscal year thereafter, such term automatically shall be extended for one (1) additional fiscal year, beginning with the fiscal year commencing January 1, 2004, and continuing thereafter. This Employment Agreement may be terminated at any time as provided in Paragraph 5 or by either the Company or the Executive upon one fiscal year's prior written notice of termination of this Employment Agreement given to the other at least thirty (30) days before January 1, 2003, or the beginning of any such succeeding fiscal year (for example, unless such written notice of termination is given on or prior to December 2, 2002, the term of this Employment Agreement
Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the term of this Employment Agreement shall begin on the date hereof and shall continue for the current "fiscal year" (as hereinafter defined) and for the succeeding two fiscal years and (ii) as of December 31, 2001, and the first day of each succeeding fiscal year thereafter, such term automatically shall be extended for one (1) additional fiscal year, beginning with the fiscal year commencing January 1, 2002, and continuing thereafter. This Employment Agreement may be terminated at any time as provided in Paragraph 5 or by either the Company or the Executive upon one fiscal year's prior written notice of termination of this Employment Agreement given to the other at least thirty (30) days before January 1, 2000, or the beginning of any such succeeding fiscal year (for example, unless such written notice of termination is given on or prior to December 2, 1999, the term of this Employment Agreement automatically will be extended, effective January 1, 2000, until the end of the second fiscal year succeeding the fiscal year including such date). The term "fiscal year" means the period beginning on the day after the Saturday closest to January 1, in one year and ending on the Saturday closest to December 31 in the next year.
Term and Positions. Subject to the provisions for termination contained in paragraph 6, the term of this Agreement will be deemed to have begun on March 1, 1996 and will continue until July 31, 2002. Such term will automatically be extended for one (1) additional year on August 1 of each succeeding calendar year beginning on August 1, 2002 unless (i) this Agreement is terminated as provided in paragraph 6, or (ii) either Employee or Employer gives written notice of termination of this Agreement to the other at least thirty (30) days prior to such date.
Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter provided, the term of this Agreement shall begin on the date hereof and shall continue for the current Calendar Year and for the succeeding four Calendar Years. As of January 1, 2004, and as of January 1 of each succeeding even number calendar year thereafter (e.g. 2006, 2008, etc.), such term automatically shall be extended for two (2) additional years, unless: (i) this Employment Agreement is terminated as provided in Paragraph 5 hereof, or (ii) either the Company or Executive shall have given notice of non-renewal of this Employment Agreement to the other at least six (6) months before January 1, 2004, or six (6) months before the beginning of any such succeeding two (2) year period, as the case may be (for example, unless such written notice of non-renewal is given on or prior to July 1, 2003, the term of this Employment Agreement automatically will be extended, effective January 1, 2004, until December 31, 2006) (a "Non-renewal Notice").
(b) Executive shall serve, and shall be entitled and have the right to serve, as a member of the Board of each of the Cable Network Companies and for service on each such Board Executive will receive only such compensation, if any, that is paid to officers of the Company for service on each such Board on which Executive shall serve. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by Executive, Executive shall not be required to report to any single individual except the Chief Executive Officer or the Senior VP/Broadcast Division of the Company and shall report also to the Boards of the Cable Network Companies.
Term and Positions. (a) Subject to the provisions for termination hereinafter provided, the term of this Employment Agreement shall begin on April 1, 1998 and shall continue for the current "fiscal year" (as hereinafter defined) and for the two immediately succeeding fiscal years. As of December 31, 2000, such term automatically shall be extended for the fiscal year commencing January 1, 2001 and for each fiscal year thereafter, unless this Employment Agreement is terminated by the Company with "cause" (as hereinafter defined) at any time, or without cause upon not less than ninety days prior written notice. The term "fiscal year" means the period beginning on the day after the Saturday closest to January 1, in one year and ending on the Saturday closest to December 31 in the next year.