Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be thirty-six months. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, FISION would at its option also be able to repurchase any FISION stock owned by Employee, as accepted by Employee. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee to FISION shall be paid back in full to Employee within ten days of termination. A "for cause" termination by FISION shall be defined as (a) materially adverse and deliberate dishonesty, fraud, injury or attempted injury by Employee, in each case related to FISION or its business, (b) any criminal activity of a serious nature in which Employee is formally charged or convicted, (c) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has not corrected such materially adverse deficiency in performing its duties for a period of thirty (30) days after such written notice. If terminated "without cause," FISION agrees to pay Employee monthly severance compensation in the amount of twelve (12) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months. Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as President & CEO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be thirty-six twelve months, and will automatically renew for successive twelve month increments, unless terminated by either party. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 60 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee, as accepted by EmployeeEmployee at the then prevailing fair market value within 61 days of termination. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee to FISION shall be paid back in full to Employee within ten days of termination. A "“for cause" ” termination by FISION shall be defined as (a) materially adverse and deliberate dishonesty, fraud, injury or attempted injury by Employee, in each case related to FISION or its business, (b) any criminal activity of a serious nature in which Employee is formally charged or convicted, (c) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has not corrected such materially adverse deficiency in performing its duties for a period of thirty fifteen (3015) days after such written notice. If terminated "without cause," FISION agrees to pay Employee monthly severance compensation in the amount of twelve (12) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months. Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as President & CEO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be thirtyfor an initial term of twenty-six four (24) months. (the “Term”). On each anniversary date hereof following the Term, this Agreement shall automatically renew for an additional Term of one (1) year, unless the Company has notified the Employee in writing in accordance with this Section 5. below. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, Employee would have up to 90 days from termination date to exercise any vested stock options. FISION would at its option also be able to repurchase any FISION stock owned by Employee, as accepted by EmployeeEmployee at the then prevailing fair market value within 91 days of termination. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee to FISION shall be paid back in full to Employee within ten days of termination. A "“for cause" ” termination by FISION shall be defined as as: (a) materially adverse violation of the Company’s Code of Conduct, or any policy prohibiting harassment, discrimination, disclosure of confidential information, alcohol or drug use, or retaliation, which is not corrected or remedied within thirty (30) days after a demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the steps needed to correct the same and deliberate dishonesty, fraud, injury or attempted injury by Employeethat failure to do so will result in a “for cause” termination of employment, in each case related to FISION or its business, (b) any criminal activity Employee’s conviction of a serious nature criminal offense that would be classified as a felony under the applicable criminal code or involving moral turpitude, dishonesty, or breach of trust, in which Employee is formally charged or convictedcase no prior written notice shall be required, (c). Employee’s failure to satisfactorily perform Employee’s reasonably assigned and reasonably attainable duties (other than as a result of incapacity due to physical or mental condition) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has which failure is not corrected such materially adverse deficiency in performing its duties for a period of or remedied within thirty (30) days after such written noticea demand for performance has been delivered to Employee in writing, which writing must specify in reasonable detail the manner in which Employee is not performing Employee’s duties and the steps needed for the Employee to correct the same and that failure to do so will result in a “for cause” termination of employment. If terminated "without the Company terminates employee not “for cause," ” as defined above, Employee shall be entitled to and FISION agrees to pay Employee monthly the following severance compensation pay based upon Employee’s base salary then in place as set forth on Addendum A hereto: A) after the first year anniversary of employment, six (6) month’s severance pay; B) after the second year anniversary of employment and each subsequent year thereafter, an additional two (2) month’s severance pay up to a maximum total severance of twelve (12) months. In the event of a change of control of the Company, the severance package to the Employee in the amount event of termination for any reason will be a minimum of twelve (12) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended and up to fifteen (15) months. Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of , if earned by Employee as President & CEO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals)set forth above. Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The employment of Employee is effective on the date set out in Paragraph 1 and shall remain in effect until terminated as set forth below. The term of the employment agreement shall be thirty-six months. Upon termination for any reason, Employee shall concurrently resign as an officer of the company. Upon termination for any reason, FISION would at its option also be able to repurchase any FISION stock owned by Employee, as accepted by Employee. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined by the subsequent valuation at any time prior to the closing of such transaction. Furthermore, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee Employee, including Security First International, Inc., to FISION shall be paid back in full to Employee and Security First International, Inc. within ten days of termination. A "for cause" termination by FISION shall be defined as (a) materially adverse and deliberate dishonesty, fraud, injury or attempted injury by Employee, in each case related to FISION or its business, (b) any criminal activity of a serious nature in which Employee is formally charged or convicted, (c) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has not corrected such materially adverse deficiency in performing its duties for a period of thirty (30) days after such written notice. If terminated "without cause," FISION agrees to pay Employee monthly severance compensation in the amount of twelve (12) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months. Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as President & CEO EVP/CFO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship (including, without limitation, paragraphs 6, 7, 8, 9 and 13) shall survive termination and remain in full force and effect.
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Term and Termination of Employment. The 5.1 This Agreement and the Executive’s employment of Employee is effective with the Company will automatically terminate on the date set out in Paragraph 1 Scheduled End Date, and shall remain in effect until terminated as set forth belowthe Executive will not be entitled to receive any acclimation pay (dmey histaglut). 5.2 Either party may terminate this Agreement and the employment relationship before the Scheduled End Date by providing the other party prior written notice of one (1) months (the “Notice Period”). The term employer-employee relationship shall terminate upon completion of the employment agreement Notice Period as required by law. Without derogating from the rights of the Company under this Agreement or any applicable law, the Company may terminate this Agreement forthwith with immediate effect, at any time, by paying to the Executive the legally required compensation in lieu of the Notice Period. 5.3 Upon termination by the Company without Justifiable Cause before the Scheduled End Date, the Executive shall be thirty-six months. Upon termination for any reasonentitled, Employee shall concurrently resign in addition to the Notice Period as an officer of described herein, to receive as acclimation pay (dmey histaglut) a payment equal to the company. Upon termination for any reason, FISION Base Salary that would at its option also be able to repurchase any FISION stock owned by Employee, as accepted by Employee. At the time of termination, if there is a pending merger, sale, IPO or liquidation transaction, then Employee, at his option, may elect to have the fair market value be determined been paid by the subsequent valuation at any time prior Company to the closing of such transaction. FurthermoreExecutive, any accrued fees, salaries, accrued interest, expense reimbursements and outstanding loans made by Employee to FISION shall be paid back in full to Employee within ten days of termination. A "but for cause" termination by FISION shall be defined as (a) materially adverse and deliberate dishonesty, fraud, injury or attempted injury by Employee, in each case related to FISION or its business, (b) any criminal activity of a serious nature in which Employee is formally charged or convicted, (c) any materially adverse breach of this Agreement where Employee failed to perform the duties of its job assigned to it by the Board of Directors of FISION as specified with written notice to Employee and where Employee has not corrected such materially adverse deficiency in performing its duties for a period of thirty (30) days after such written notice. If terminated "without cause," FISION agrees to pay Employee monthly severance compensation in the amount of twelve (12) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals), unless such termination occurs within one-year of a change in control of FISION in which case such severance payments shall be extended to fifteen (15) months. Any such payments shall be made in accordance with the payment process defined in Addendum A Section 1. BASE SALARY COMPENSATION. If FISION or any such successor organization shall materially alter the job duties of Employee as President & CEO or has adversely changed the role, responsibilities and authority of Employee, then Employee shall consider such act as Constructive Termination without cause and FISION shall pay the severance compensation in the amount of fifteen (15) months of base salary compensation at the highest level of monthly base salary compensation prior to termination (including any accruals). Those provisions of this Agreement which, by their terms, continue after termination of the engagement relationship Executive’s employment, during the period from the date on which the Executive’s employment terminates and the Scheduled End Date (includingthe “Acclimation Pay”). For the removal of any doubt, without limitationthe Executive will not be entitled to the Acclimation Pay, paragraphs 6or any part thereof, 7in case the Executive is dismissed for Justifiable Cause or resigns from his employment with the Company. 5.4 During the Notice Period, 8if any, 9 whether notice has been given by the Executive or by the Company, the Executive shall continue to render his services to the Company unless instructed otherwise by the Company, and 13) shall survive cooperate with the Company and use his best efforts to assist with the transition of the Executive’s responsibilities. 5.5 The Executive hereby expressly agrees that, following an invitation to a termination and remain in full force and effect.hearing or during the Notice Period, the Company may terminate the Executive’s access to Company systems
Appears in 1 contract
