Common use of Term and Positions Clause in Contracts

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 given such consent, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (Fac Realty Trust Inc)

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Term and Positions. (a) Subject to the provisions for termination hereinafter stated, the term of this Employment Agreement shall begin on December 15October 13, 1995 1997 (the "Effective Date") and shall continue through October 1, 1998. In the second anniversary event of a "change in control" (as thereinafter defined) the Effective Dateterm of this Employment Agreement shall be extended through October 1, 1999. (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(bl(b) and 2(b) without his her 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;; 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, 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 her 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 (iviii) 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 her duties and responsibilities unless he shall give written notice of his her 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 given such consent, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (Fac Realty Trust Inc)

Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter statedprovided, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") date hereof and shall continue through until December 31, 1997. As of June 1, 1997, and the second anniversary June 1 of each succeeding calendar year thereafter such term automatically shall be extended for one (1) additional calendar year, beginning with the Effective Date.calendar year commencing January 1, 1998, unless: (i) this Employment Agreement is terminated as provided in Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the Company or the Executive shall give at least 180 days written notice of termination of this Employment Agreement to the other (for example, unless such written notice of termination is given on or prior to June 1, 1997, the term of this Employment Agreement automatically will be extended, effective January 1, 1998, until December 31, 1998. 3 (b) The Executive shall be entitled to serve as Senior Vice President the Chief Financial Officer and Treasurer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall be required to report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as Chief Financial Officer 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 articles of Incorporation incorporation and Bylaws code of regulations 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 Paragraph 1(b) and or 2(b) without his consentconsent (including, without limitation, by violating any of the provisions of clause (i) and (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are located moved to a location more than fifty (50) miles from the geographical center of SmithfieldCleveland, North CarolinaOhio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment AgreementAgreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects, 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; 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 "without cause" (as defined in Paragraph 5 (a) (iii4(a)(ii)). 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 considered 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 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 within ten (10) days after the end of said fifteen (15) day period. (e) The term "change in control" means the first to occur of the following events:

Appears in 1 contract

Samples: Employment Agreement (Boykin Lodging Trust Inc)

Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter statedprovided, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") date hereof and shall continue through until December 31, 1998. Such term automatically shall be extended for one (1) additional calendar year, unless: (i) this Employment Agreement is terminated as provided in Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the second anniversary Company or the Executive shall give at least 180 days written notice of non-extension of this Employment Agreement to the Effective Dateother on or before June 30, 1998. (b) The Executive shall be entitled to serve as Senior Vice President the Chief Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall be required to report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as Chief Financial Officer 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 articles of Incorporation incorporation and Bylaws code of regulations 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 Paragraph 1(b) and or 2(b) without his consentconsent (including, without limitation, by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are located moved to a location more than fifty (50) miles from the geographical center of SmithfieldCleveland, North CarolinaOhio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment AgreementAgreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects, 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; 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 "without cause" (as defined in Paragraph 5 (a) (iii4(a)(ii)). 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 considered 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 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 within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (International Total Services Inc)

Term and Positions. (a) Subject 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 provisions for termination hereinafter stated, Executive. (b) During the term of this Employment Agreement shall begin on December 15Agreement, 1995 (from and after January 1, 2009, the "Effective Date") and shall continue through the second anniversary of the Effective Date. (b) The Executive shall be entitled to serve as the Senior Executive Vice President of Development and Leasing 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 articles of Incorporation incorporation and Bylaws code of regulations of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination and any Indemnification Agreement between the Company and the Executive that was in effect as of this Employment Agreement with respect December 28, 2008 and as the same may be amended from time to Executive's actions and inactions during time thereafter (the term hereof“Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive's ’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive's ’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of SmithfieldCleveland, North Carolina;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, respects within ten thirty (1030) 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) (iii5(a)(ii)). 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 the Executive shall give written notice of his consent thereto to the Executive Management Committee of the Company 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 within ten (10) days after the end of said fifteen (15) day period. (e) Notwithstanding anything in this Employment Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of the Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the Termination Date (as defined in Paragraph 5(f)).

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Term and Positions. (a) Subject to the provisions for termination hereinafter stated, the term of this Employment Agreement shall begin on December 15August 12, 1995 1996 (the "Effective Date") and shall continue through the second first 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(bl(b) and 2(b) without his her 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, 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 her 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 her duties and responsibilities unless he she shall give written notice of his her 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 given such consent, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (Factory Stores of America Inc)

Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter statedprovided, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") date hereof and shall continue through until December 31, 1999. Such term automatically shall be extended for one (1) additional calendar year, unless: (i) this Employment Agreement is terminated as provided in Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the second anniversary Company or the Executive shall give at least 180 days written notice of non-extension of this Employment Agreement to the Effective Dateother on or before June 30, 1999. (b) The Executive shall be entitled to serve as Senior Vice President the General Counsel of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall be required to report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as General Counsel 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 articles of Incorporation incorporation and Bylaws code of regulations 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 Paragraph 1(b) and or 2(b) without his consentconsent (including, without limitation, by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are located moved to a location more than fifty (50) miles from the geographical center of SmithfieldCleveland, North CarolinaOhio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment AgreementAgreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects, 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; 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 "without cause" (as defined in Paragraph 5 (a) (iii4(a)(ii)). 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 considered 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 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 within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (International Total Services Inc)

Term and Positions. (a) Subject The period of employment of the Executive by the Company shall be deemed to have commenced on May 8, 2007 (the provisions for “Effective Date”) and shall, subject to earlier termination hereinafter statedas provided in this Employment Agreement, continue until December 31, 2010. Notwithstanding the term of foregoing, this Employment Agreement shall begin on December 15, 1995 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 "Effective Date") and shall continue through the second anniversary of the Effective DateExecutive. (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 articles of Incorporation incorporation and Bylaws code of regulations 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) If 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, respects within ten thirty (1030) days after the Executive gives notice thereof to the Company; or Company (iv) there occurs a "change in control" (as hereinafter defined) such notice to be given within the 90-day period commencing on the date of the Company during the term of this Employment Agreement; such material breach), 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) (iii5(a)(ii)). 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 Notwithstanding anything in this Agreement to the contrary, if there shall occur a “Change in Control” (as that term is defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive shall be deemed not to have consented to any written proposal calling for a material change (the “Change in his duties and responsibilities unless he shall give written notice of his consent thereto Control Agreement”), payments to the Executive Management Committee of will be governed by the Company within fifteen (15) days after receipt of such written proposal. If Change in Control Agreement and the Executive shall not have given such consent, be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by him hereunder up to and including the Company effective date of the Change in Control. It is expressly understood that the foregoing shall have no effect upon the opportunity to withdraw such proposed material change by written notice to parties’ respective rights and obligations under Paragraph 5(e) of this Employment Agreement or the Executive given within ten (10) days after the end of said fifteen (15) day periodPerformance Units Agreement dated January 2, 2002.

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter statedprovided, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") date hereof and shall continue through until December 31, 1999. Such term automatically shall be extended for one (1) additional calendar year, unless: (i) this Employment Agreement is terminated as provided in Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the second anniversary Company or the Executive shall give written notice of the Effective Datenonextension of this Employment Agreement on or before June 30, 1999. (b) The Executive shall be entitled to serve as Senior Vice the President and Chief Operating Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall be required to report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as President or Chief Operating Officer 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 articles of Incorporation incorporation and Bylaws code of regulations 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 Paragraph 1(b) and or 2(b) without his consentconsent (including, without limitation, by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are located moved to a location more than fifty (50) miles from the geographical center of SmithfieldCleveland, North CarolinaOhio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment AgreementAgreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects, 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; 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 "without cause" (as defined in Paragraph 5 (a) (iii4(a)(ii)). 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 considered 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 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 within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (International Total Services Inc)

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Term and Positions. (a) Subject 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 provisions for termination hereinafter stated, Executive. (b) During the term of this Employment Agreement shall begin on December 15Agreement, 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 the Executive Vice President of Corporate Transactions and Governance and Secretary 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 articles of Incorporation incorporation and Bylaws code of regulations of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination and any Indemnification Agreement between the Company and the Executive that was in effect as of this Employment Agreement with respect December 28, 2008 and as the same may be amended from time to Executive's actions and inactions during time thereafter (the term hereof“Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive's ’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his her consent; (ii) the Executive's ’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of SmithfieldCleveland, North Carolina;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, respects within ten thirty (1030) 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 her 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) (iii5(a)(ii)). 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 her duties and responsibilities unless he the Executive shall give written notice of his her consent thereto to the Executive Management Committee of the Company 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 within ten (10) days after the end of said fifteen (15) day period. (e) Notwithstanding anything in this Employment Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of the Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the Termination Date (as defined in Paragraph 5(f)).

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Term and Positions. (a) Subject to the provisions for renewal and termination hereinafter statedprovided, the term of this Employment Agreement shall begin on December 15, 1995 (the "Effective Date") date hereof and shall continue through until December 31, 1999. Such term automatically shall be extended for one (1) additional calendar year, unless: (i) this Employment Agreement is terminated as provided in Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the second anniversary Company or the Executive shall give at least 180 days written notice of non-extension of this Employment Agreement to the Effective Dateother on or before June 30, 1999. (b) The Executive shall be entitled to serve as Senior Vice President the Chief Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall be required to report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as Chief Financial Officer 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 articles of Incorporation incorporation and Bylaws code of regulations 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 Paragraph 1(b) and or 2(b) without his consentconsent (including, without limitation, by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are located moved to a location more than fifty (50) miles from the geographical center of SmithfieldCleveland, North CarolinaOhio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment AgreementAgreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects, 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; 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 "without cause" (as defined in Paragraph 5 (a) (iii4(a)(ii)). 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 considered 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 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 within ten (10) days after the end of said fifteen (15) day period.

Appears in 1 contract

Samples: Employment Agreement (International Total Services Inc)

Term and Positions. (a) Subject 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 provisions for termination hereinafter stated, Executive. (b) During the term of this Employment Agreement shall begin on December 15Agreement, 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 the Executive Vice President of International 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 articles of Incorporation incorporation and Bylaws code of regulations of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination and any Indemnification Agreement between the Company and the Executive that was in effect as of this Employment Agreement with respect December 28, 2008 and as the same may be amended from time to Executive's actions and inactions during time thereafter (the term hereof“Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive's ’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive's ’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of SmithfieldCleveland, North Carolina;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, respects within ten thirty (1030) 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) (iii5(a)(ii)). 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 the Executive shall give written notice of his consent thereto to the Executive Management Committee of the Company 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 within ten (10) days after the end of said fifteen (15) day period. (e) Notwithstanding anything in this Employment Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of the Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the Termination Date (as defined in Paragraph 5(f)).

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Term and Positions. (a) Subject 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, 2006, 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 provisions for termination hereinafter stated, Executive. (b) During the term of this Employment Agreement shall begin on December 15Agreement, 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 the Executive Vice President of Corporate Transactions and Governance and Secretary 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 articles of Incorporation incorporation and Bylaws code of regulations of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment and the Indemnification Agreement with respect to Executive's actions dated June 30, 2004 between the Company and inactions during the term hereofExecutive (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive's ’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his her consent; (ii) the Executive's ’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of SmithfieldCleveland, North Carolina;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, respects within ten thirty (1030) 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 her 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) (iii5(a)(ii)). 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 her duties and responsibilities unless he the Executive shall give written notice of his her consent thereto to the Executive Management Committee of the Company 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 within ten (10) days after the end of said fifteen (15) day period. (e) Notwithstanding anything in this Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated November 6, 2006, between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the effective date of such termination.

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Term and Positions. (a) Subject 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, 2006, 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 provisions for termination hereinafter stated, Executive. (b) During the term of this Employment Agreement shall begin on December 15Agreement, 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 the Executive Vice President of Real Estate Operations 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 articles of Incorporation incorporation and Bylaws code of regulations of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment and the Indemnification Agreement with respect to Executive's actions dated July 1, 2004 between the Company and inactions during the term hereofExecutive (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive's ’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive's ’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of SmithfieldCleveland, North Carolina;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, respects within ten thirty (1030) 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) (iii5(a)(ii)). 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 the Executive shall give written notice of his consent thereto to the Executive Management Committee of the Company 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 within ten (10) days after the end of said fifteen (15) day period. (e) Notwithstanding anything in this Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated November 6, 2006, between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the effective date of such termination.

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

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