Common use of Term of Employment; Termination Clause in Contracts

Term of Employment; Termination. ​ (a) The “Term of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 3 contracts

Samples: Employment Agreement (Safety Insurance Group Inc), Employment Agreement (Safety Insurance Group Inc), Employment Agreement (Safety Insurance Group Inc)

AutoNDA by SimpleDocs

Term of Employment; Termination. (a) The “Term of Employment” "TERM OF EMPLOYMENT" shall commence on the date hereof and shall continue until December 31, 20242004 (the "INITIAL TERM"); providedPROVIDED, that, (i) such term shall continue for the twelve month period following such Initial Term, and for each twelve month period thereafter (each, an "ADDITIONAL TERM"), unless at least 180 days prior to the scheduled expiration date of the Initial Term or any Additional Term, either the Executive or the Company notifies the other of its decision not to continue such term and (ii) should the Executive’s 's employment by the Company be earlier terminated pursuant to Section SECTION 3(b) or by the Executive pursuant to Section SECTION 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections SECTION 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​; (iii) for Cause (as defined in Section SECTION 3(d)) or Material Breach (as defined in Section SECTION 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies Company (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(vSECTION 3(b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section SECTION 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company, and as certified by a competent medical physician, his duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), the relocation of the Company’s 's primary place of business or the relocation of Executive by any of the Companies Company to another Company office more than 75 miles from Boston, Massachusetts, or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or ​or (iiiiv) as a result of the Company’s 's willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan Management Subscription Agreement or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Stockholders Agreement. (d) For the purposes of this Section SECTION 3, “Cause” "CAUSE" shall mean any of the following:

Appears in 3 contracts

Samples: Employment Agreement (Safety Insurance Group Inc), Employment Agreement (Safety Insurance Group Inc), Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31for a term ending July 1, 2024; provided1999 (the "Initial Term"), thatsubject to automatic annual renewal for one-year terms thereafter (the "Additional Term"), should unless either the Company or Executive notifies the other party of its intent not to renew within ninety (90) days prior to the end of the Initial Term or the Additional Term as the case may be. Should Executive’s 's employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company's material reduction in Executive’s 's authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 30 days' prior written notice by Executive to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 90 days' prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 3 contracts

Samples: Employment Agreement (Spacehab Inc \Wa\), Employment Agreement (Spacehab Inc \Wa\), Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject to the payments contemplated by Sections 3(fthirty (30) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performanceyou, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company and its of your resignation; or (c) immediately if the Company, with or without cause, gives written notice to you of your termination. 2.2 The determination regarding whether you are physically unable regularly to perform your duties (as described in SECTION 2.1(A)) shall be made by the Board of Directors Directors. 2.3 Any notice required pursuant to this SECTION 2 shall be given in accordance with the provisions of SECTION 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to SECTIONS 2.1(B) or (C) is not exclusive and shall not effect either party's right to seek remedies for the Company’s failure thereafter other party's breach, if any, giving rise to cure such reduction termination. 2.4 You may be terminated with or violation; or ​ (iii) without cause. If you are terminated without cause, you will be entitled to certain severance benefits as a result described in this Agreement. You shall be deemed terminated "FOR CAUSE" if, in the reasonable determination of the Company’s willful and , you (a) commit an act that is fraudulent, dishonest or a material violation breach of the Company's policies, including wrongful disclosure of any trade secrets or other confidential information of the Company, or material breach of SECTION 4 of this Agreement, Agreement or any material provision of the Amended and Restated 2018 Long-Term Incentive Plan Employee Confidentiality Agreement (the “Incentive Plan”as defined in SECTION 5), (b) are convicted of a felony under federal, state, or any agreement between Executive and any of the Companies pertaining to awards made pursuant local law applicable to the Incentive Plan Company or (c) intentionally refuse, without proper cause, to substantially perform duties after a demand for such performance has been delivered in writing by the Company's Chief Executive Officer or the Executive Incentive Compensation PlanBoard of Directors, which notice shall specify the alleged instance of breach, and shall provide you with reasonable time in each case as which to remedy such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 2 contracts

Samples: Key Employee Agreement (Iris International Inc), Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. 2.1 The effective date of this Agreement is August 1, 2000. 2.2 Unless otherwise mutually agreed in writing, this Agreement and Executive's employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term Executive's death, or any illness, disability or other incapacity in such a manner that Executive is physically rendered unable regularly to perform the functions of Employment” shall commence on the date hereof his position as described in Executive's Job Description and shall continue until December 31Annual Performance Plan for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) thirty (30) days after Executive, 2024; providedfor any reason, that, should the Executive’s employment by the Company be earlier terminated pursuant gives written notice to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​termination; (bc) Subject thirty (30) days after the Company, without cause, gives written notice to Executive of his termination; and (d) immediately upon the payments contemplated by Sections 3(foccurrence of cause as defined in Section 2.5, below. (e) through 3(i), three (3) years from the Term of Employment may date hereof. 2.3 The determination regarding whether Executive is physically unable regularly to perform his duties under subsection 2.2 (a) above shall be terminated at any time made by the Board of Directors. Executive's inability to be physically present on the Company: ​ (i) upon the death of Executive; ​ (ii) in the event 's premises shall not constitute a presumption that because of physical or mental disability Executive is unable to performperform such duties. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. 2.5 For purposes hereof, "cause" shall mean and does not performExecutive may be terminated for cause if, in the view reasonable determination of the Company's Board of Directors, Executive (i) is convicted of any felony or of any crime involving moral turpitude, (ii) knowingly participates in any fraud against the Company, (iii) willfully and knowingly breaches or fails to perform his duties to the Company, (iv) wrongfully and knowingly discloses any trade secrets or other Confidential Information of the Company (as such term is defined below) in violation of the Company's Confidentiality Policy, (v) materially and knowingly breaches Section 4 of this Agreement or any material provision of any stock option agreement between Executive and the Company ("Option Agreement"), or (vi) knowingly fails in a material way, to adhere to the policies or procedures of the Company, including without limitation, as published in the Company's Employee Manual or written directives of the CEO that reasonably specify Executive's duties in a manner consistent with Section 1.1, including, without limitation, Executive's Job Description and Annual Performance Plan. Actions taken by Executive pursuant to his reasonable and good faith belief that they are (i) in the best interests of the Company and as certified in writing (ii) consistent with Executive's Job Description and Annual Performance Plan, shall not be a basis for termination by a competent medical physician, his or her duties hereunder reason of "cause" for a continuous period purposes of three consecutive months this Agreement or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Option Agreement, which has remained uncured for a period of 90 days after delivery of notice by although the Company retains the right to the terminate Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreementcause, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”accordance with Section 2.2(c), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 2 contracts

Samples: Key Employee Agreement (Hydrogen Burner Technology Inc), Key Employee Agreement (Hydrogen Burner Technology Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31for a term ending on January 15, 2024; provided2001 (the "Initial Term"), thatsubject to automatic annual renewal for one-year terms thereafter (the "Additional Term"), should unless either the Company or Executive notifies the other party of its intent not to renew within ninety (90) days prior to the end of the Initial Term. Should Executive’s 's employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:for

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 The effective date of this Agreement is August 1, 2000. 2.2 Unless otherwise mutually agreed in writing, this Agreement and Executive's employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term Executive's death, or any illness, disability or other incapacity in such a manner that Executive is physically rendered unable regularly to perform the functions of Employment” shall commence on the date hereof his position as described in Executive's Job Description and shall continue until December 31Annual Performance Plan for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) thirty (30) days after Executive, 2024; providedfor any reason, that, should the Executive’s employment by the Company be earlier terminated pursuant gives written notice to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​termination; (bc) Subject thirty (30) days after the Company, without cause, gives written notice to Executive of his termination; and (d) immediately upon the payments contemplated by Sections 3(foccurrence of cause as defined in Section 2.5, below. (e) through 3(i), three (3) years from the Term of Employment may date hereof. 2.3 The determination regarding whether Executive is physically unable regularly to perform his duties under subsection 2.2 (a) above shall be terminated at any time made by the Board of Directors. Executive's inability to be physically present on the Company: ​ (i) upon the death of Executive; ​ (ii) in the event 's premises shall not constitute a presumption that because of physical or mental disability Executive is unable to performperform such duties. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. 2.5 For purposes hereof, "cause" shall mean and does not performExecutive may be terminated for cause if, in the view reasonable determination of the Company's Board of Directors, Executive (i) is convicted of any felony or of any crime involving moral turpitude, (ii) knowingly participates in any fraud against the Company, (iii) willfully and knowingly breaches or fails to perform his duties to the Company, (iv) wrongfully and knowingly discloses any trade secrets or other Confidential Information of the Company (as such term is defined below) in violation of the Company's Confidentiality Policy, (v) materially and knowingly breaches Section 4 of this Agreement or any material provision of any stock option agreement between Executive and the Company ("Option Agreement"), or (vi) knowingly fails in a material way, to adhere to the policies or procedures of the Company, including without limitation, as published in the Company's Employee Manual or written directives of the CEO or CFO that reasonably specify Executive's duties in a manner consistent with Section 1.1, including, without limitation, Executive's Job Description and Annual Performance Plan. Actions taken by Executive pursuant to his reasonable and good faith belief that they are (i) in the best interests of the Company and as certified in writing (ii) consistent with Executive's Job Description and Annual Performance Plan, shall not be a basis for termination by a competent medical physician, his or her duties hereunder reason of "cause" for a continuous period purposes of three consecutive months this Agreement or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Option Agreement, which has remained uncured for a period of 90 days after delivery of notice by although the Company retains the right to the terminate Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreementcause, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”accordance with Section 2.2(c), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Key Employee Agreement (Hydrogen Burner Technology Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof March 1, 1999 and shall continue until December through July 31, 2024; provided1999 (the "Initial Term"), thatsubject to automatic annual renewal for one-year terms thereafter (the "Additional Term"), should unless either the Company or Executive notifies the other party of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or Additional Term as the case may be. Should Executive’s 's employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: 2 3 (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company's material reduction in Executive’s 's authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 30 days' prior written notice by Executive to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 90 days' prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 The commencement date of your employment shall be October 11, 2010 (your “Start Date”), on which date you shall commence employment as Corporate Vice President of Finance, and the Corporation’s Acting Chief Financial Officer shall continue to serve in that capacity until the Company files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Form 10-Q”). On the day immediately following the date the Company files the Form 10-Q, you shall become Chief Financial Officer of the Company. 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your resignation; or (c) immediately if the Company, with or without cause, gives written notice to you of your termination. 2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2(a)) shall be made by the Board of Directors. 2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to Sections 3(f2.2(b) through 3(i)or (c) is not exclusive and shall not effect either party’s right to seek remedies for the other party’s breach, the Term of Employment if any, giving rise to such termination. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated “for cause” if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company’s policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the Employee Confidentiality Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to Company’s Chief Executive Officer or the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ businessbreach, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company shall provide you with reasonable time in which to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying remedy such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. (a) The “Term of Employment” "TERM OF EMPLOYMENT" shall commence on the date hereof and shall continue until December 31, 20242006 (the "INITIAL TERM"); providedPROVIDED, that, (i) such term shall continue for the twelve month period following such Initial Term, and for each twelve month period thereafter (each, an "ADDITIONAL TERM"), unless at least 180 days prior to the scheduled expiration date of the Initial Term or any Additional Term, either the Executive or the Company notifies the other of its decision not to continue such term and (ii) should the Executive’s 's employment by the Company be earlier terminated pursuant to Section SECTION 3(b) or by the Executive pursuant to Section SECTION 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections SECTION 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​; (iii) for Cause (as defined in Section SECTION 3(d)) or Material Breach (as defined in Section SECTION 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies Company (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(vSECTION 3(b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section SECTION 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company, and as certified by a competent medical physician, his duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), the relocation of the Company’s 's primary place of business or the relocation of Executive by any of the Companies Company to another Company office more than 75 miles from Boston, Massachusetts, or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or ​or (iiiiv) as a result of the Company’s 's willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (Management Subscription Agreement, the “Incentive Plan”)Stockholders Agreement, or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive 2001 Restricted Stock Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Restricted Stock Award Agreement. (d) For the purposes of this Section SECTION 3, “Cause” "CAUSE" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The “Term of Employment” shall commence on the date hereof January 1, 2004 and shall continue until through December 31, 2024; provided2005 (the “Initial Term”), thatsubject to automatic annual renewal for one-year terms thereafter (the “Additional Term”), should unless either the Company or Executive notifies the other party of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or Additional Term as the case may be. Should Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company’s business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company’s material reduction in Executive’s authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 30 days’ prior written notice by Executive to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 90 days’ prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement

Term of Employment; Termination. 2.1 The effective date of this Agreement is May 8, 1998 ("Effective Date"). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject to the payments contemplated by Sections 3(fthree (3) through 3(i)months after you, the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company and its Board of Directors and your termination; (c) three (3) months after the Company’s failure thereafter , with or without cause, gives written notice to cure such reduction or violationyou of your termination; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​or (d) For three (3) years from the purposes date hereof. 2.3 The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by the Board of Directors. Your inability to be physically present on the Company's premises shall not constitute a presumption that you are unable to perform such duties. 2.4 Any notice required to be given pursuant to this Section 3, “Cause” 2 shall mean any be given in accordance with the provisions of Section 12 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the following:terminating party regarding the breach, if any, giving rise to such termination. 2.5 Your employment may be immediately terminated for cause if, in the reasonable determination of the Company's Board of Directors, you are convicted of any felony or of any crime involving moral turpitude or dishonesty, or have participated in any fraud against the Group, or have breached your duties to the Group, or have wrongfully disclosed any trade secrets or other confidential information of the Group, or have breached this Agreement or the Employee Proprietary Information And Inventions Agreement between you and the Company (the "Proprietary Information Agreement"). 2.6 If your employment is terminated by the Company in accordance with this Agreement, you will have no right to work during the period of notice provided hereunder (although the Company will have the power to require you to do so) provided that the Company provides you pay in lieu of such notice. On the termination of your employment, howsoever arising, you shall at the request of the Company immediately resign from the position of Director of the Company and all offices held by you in any company in the Group.

Appears in 1 contract

Samples: Employment Agreement (Zindart LTD)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31through September 30, 2024; provided2006 (such term ending on September 30, that, should 2006 being the "Original Term"). Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(c), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a mutually agreeable competent medical physician, his or her material duties hereunder for a 180 days in any continuous period of three consecutive months or any sixty working days out of any consecutive six month 210 day period; ​; (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, it being understood such that no reason is requiredthis Agreement, subject to the provisions of Section 3(e), shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective 30 days after, or, if for Cause, upon the delivery by the Company to the Executive of notice specifying such termination and and, if for Cause, the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​therefor. (c) Subject to the Company's obligations to make the payments contemplated by Section 3(f) and 3(i3(c), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a mutually agreeable competent medical physician, his duties hereunder for 180 days in any continuous 210 day period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), a requirement that the relocation of Executive relocate outside the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from BostonPhoenix, Massachusetts, Arizona metropolitan area or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 30 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or (iv) voluntarily or for any reason or no reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreementin each case, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant after 120 days' prior written notice to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Company and its Board of Directors. (d) For the purposes of this Section 3, "Cause" shall mean any of the following:;

Appears in 1 contract

Samples: Employment Agreement (Universal Technical Institute Inc)

Term of Employment; Termination. (a) The “Term of Employment” Subject to prior termination in accordance with Section 2(b) below, the Executive's full-time employment hereunder shall commence on the date hereof Effective Date and shall continue until December through and including March 31, 2024; provided2004 (the "Initial Term"). Following the Initial Term, thatthis Agreement shall continue on the same terms and conditions set forth herein for additional one (1) year periods (each a "Renewal Period"), should the Executive’s employment by unless either the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant elects to Section 3(c), terminate this Agreement by written notice to the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months other given not later than thirty (“Additional Term”30) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Initial Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​Renewal Period. (b) Subject In addition to termination at the payments contemplated by Sections 3(fend of the Initial Term or any Renewal Period, this Agreement: (i) through 3(i), the Term of Employment may be terminated at any time by upon mutual written agreement of the Company: ​ (i) upon Company and the death of Executive; ​; (ii) may be terminated at any time, at the option of the Executive, upon thirty (30) days' prior written notice to the Company, in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of (A) the Company shall fail to make any payment to the Executive required to be made under the terms of this Agreement, or (B) the Company shall fail to perform any other material covenant or agreement to be performed by the Company under this Agreement or under the Registration Rights Agreement (as hereinafter defined) and as certified in writing shall fail to cure or remedy same within thirty (30) days after written notice thereof by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​the Executive to the Company; (iii) may be terminated, at the option of the Board of the Company (the Executive abstaining from any such vote), at any time "for Cause cause" (as defined in Section 3(dhereinafter defined)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon may be terminated, at the continuous poor or unacceptable performance option of the Company, at any time in the event of the "permanent disability" (as hereinafter defined) of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning shall automatically terminate upon the grounds for termination or the future operation death of the Companies’ businessExecutive. (c) As used herein, the term "for cause" shall mean and that nothing contained herein or otherwise stated by or on behalf of any be limited to the mutual agreement of the Companies modifies parties or amends a final determination as provided in Section 9 of this Agreement that there has occurred: (i) a material breach of this Agreement by the right Executive which in any case was not corrected within thirty (30) days after written notice of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by same from the Company to the Executive of (which notice specifying such termination and shall specify in detail the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death nature of Executive's alleged breach); (ii) as a result gross negligence or malfeasance by the Executive in the performance of his duties and responsibilities hereunder; (iii) in the absence of a material reduction in Executive’s authoritybreach by the Company of its obligations hereunder, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all the voluntary resignation by Executive as an employee of the Company without the prior written consent of the Company’s senior executives , or (iv) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. No act or failure to act on a substantially equal the Executive's part shall deemed "willful" unless done, or proportionate basis)omitted to be done, by the relocation Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Employment Agreement (Team Communications Group Inc)

Term of Employment; Termination. (a) The “Term of Employment” shall commence on the date hereof May 12, 2005 and shall continue until December 31through June 12, 2024; provided2007 (the “Initial Term”), thatsubject to automatic annual renewal for two-year terms thereafter (the “Additional Term”), should unless either the Company or Executive notifies the other party of its intent not to renew at least one hundred eighty (180) days prior to the end of the Initial Term or Additional Term as the case may be. Should Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company’s business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company’s material reduction in Executive’s authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 30 days’ prior written notice by Executive to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 90 days’ prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 The effective date of this agreement ("this Agreement") is November 1 , 2001 ("Effective Date"). 2.2 Unless otherwise mutually agreed in writing, this Agreement and the Employment shall be terminated on the earliest of: (a) Employee's death, or any illness, disability or other incapacity in such a manner that he is physically rendered unable regularly to perform his duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) three (3) months after Employee, for any reason, gives written notice to the Company of his termination; (c) three (3) months after the Company, with or without cause, gives written notice to Employee of his termination; or (d) March 31st 2002 2.3 The “Term determination under Section 2.2 (a) regarding whether Employee is physically unable regularly to perform his duties shall be made by the Board of Employment” shall commence Directors of Zindart. Employee's inability to be physically present on the date hereof and Company's premises shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company not constitute a presumption that he is unable to perform such duties. 2.4 Any notice required to be earlier terminated given pursuant to this Section 3(b2 shall be given in accordance with the provisions of Section 12 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsection (b) or by (c) above shall not abrogate the Executive pursuant rights and remedies of the terminating party regarding the breach, if any, giving rise to Section 3(c)such termination. 2.5 The Employment may be immediately terminated for cause if, in the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee reasonable determination of the Board of Directors at least 90 days prior of Zindart, Employee is convicted of any felony or of any crime involving moral turpitude or dishonesty, or has participated in any fraud against the Company, or has breached his duties to Zindart, the scheduled expiration date Company or any of their subsidiaries ("the Group"), or has wrongfully disclosed any trade secrets or other confidential information of the Term Group, or has breached this Agreement or the Employee Proprietary Information and Inventions Agreement between Employee and the Company (the "Proprietary Information Agreement"). 2.6 If the Employment is terminated by the Company in accordance with this Agreement, Employee will have no right to work during the period of notice provided hereunder (although the Company will have power to require him to do so) provided that the Company provides Employee pay in lieu of notice. On the termination of the Employment, unless howsoever arising, Employee shall at the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view request of the Company and as certified immediately resign all offices held by you in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined company in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:Group.

Appears in 1 contract

Samples: Employment Agreement (Zindart LTD)

Term of Employment; Termination. (a) The “Term of Employment” "TERM OF EMPLOYMENT" shall commence on the date hereof and shall continue until December 31, 20242004 (the "INITIAL TERM"); providedPROVIDED, that, (i) such term shall continue for the twelve month period following such Initial Term, and for each twelve month period thereafter (each, an "ADDITIONAL TERM"), unless at least 180 days prior to the scheduled expiration date of the Initial Term or any Additional Term, either the Executive or the Company notifies the other of its decision not to continue such term and (ii) should the Executive’s 's employment by the Company be earlier terminated pursuant to Section SECTION 3(b) or by the Executive pursuant to Section SECTION 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections SECTION 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​; (iii) for Cause (as defined in Section SECTION 3(d)) or Material Breach (as defined in Section SECTION 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies Company (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(vSECTION 3(b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section SECTION 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company, and as certified by a competent medical physician, his duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), the relocation of the Company’s 's primary place of business or the relocation of Executive by any of the Companies Company to another Company office more than 75 miles from Boston, Massachusetts, or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or ​or (iiiiv) as a result of the Company’s 's willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan Management Subscription Agreement or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Stockholders Agreement (d) For the purposes of this Section SECTION 3, “Cause” "CAUSE" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The “Term of Employment” "TERM OF EMPLOYMENT" shall commence on the date hereof and shall continue until December 31, 20242004 (the "INITIAL TERM"); providedPROVIDED, that, (i) such term shall continue for the twelve month period following such Initial Term, and for each twelve month period thereafter (each, an "ADDITIONAL TERM"), unless at least 180 days prior to the scheduled expiration date of the Initial Term or any Additional Term, either the Executive or the Company notifies the other of its decision not to continue such term and (ii) should the Executive’s 's employment by the Company be earlier terminated pursuant to Section SECTION 3(b) or by the Executive pursuant to Section SECTION 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections SECTION 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​; (iii) for Cause (as defined in Section SECTION 3(d)) or Material Breach (as defined in Section SECTION 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies Company (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(vSECTION 3(b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section SECTION 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company, and as certified by a competent medical physician, his duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), the relocation of the Company’s 's primary place of business or the relocation of Executive by any of the Companies Company to another Company office more than 75 miles from Boston, Massachusetts, or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or ​or (iiiiv) as a result of the Company’s 's willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (Management Subscription Agreement, the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan Stockholders Agreement or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​2001 Restricted Stock Plan and Restricted Stock Award Agreement. (d) For the purposes of this Section SECTION 3, “Cause” "CAUSE" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The “Term Effective Date of Employment” shall commence on the date hereof this Agreement is May 23, 2005, which will also be your start date. (b) Unless otherwise mutually agreed in writing, this Agreement and shall continue until December 31, 2024; provided, that, should the Executive’s your employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment this Agreement shall end be terminated on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​earliest of: (i) upon the death your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Executive; ​one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ thirty (iii30) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performanceyou, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violationyour termination; or ​or (iii) as thirty (30) days after the Company, with or without cause, gives written notice to you of your termination. (c) The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by the Board of Directors, whose determination shall be based in part on a result medical report prepared by a physician selected by the Board. Your inability to be physically present on the Company’s premises shall not constitute a presumption that you are unable to perform such duties. (d) Any notice required to be given pursuant to this Section 5 shall be given in accordance with the provisions of Section 7(e) hereof. The exercise of either party’s right to terminate this Agreement pursuant to Section 5 (b)(ii) or (iii) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. (e) You may be terminated for cause, immediately and without notice, if, in the reasonable determination of the Company’s willful and material violation Board of Directors, you are charged with or convicted of any felony or of any crime involving moral turpitude, or participate in any fraud against the Company, or willfully breach your duties to the Company, or wrongfully disclose any trade secrets or other confidential information of the Company, or materially breach Section 1 of this Agreement or any material provision of the Confidential Information, Nonsolicitation and Noncompetition Agreement, between you and the Amended and Restated 2018 Long-Term Incentive Plan Company (the “Incentive PlanConfidentiality Agreement”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Employment Agreement (Imperium Renewables Inc)

Term of Employment; Termination. 2.1 The effective date of this Agreement is March 8, 2000. 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject to the payments contemplated by Sections 3(fthirty (30) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performanceyou, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company and its Board of Directors and your termination; (c) thirty (30) days after the Company’s failure thereafter , with or without cause, gives written notice to cure such reduction or violationyou of your termination; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​and (d) For five (5) years from the purposes date hereof. 2.3 The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by the Board of Directors. Your inability to be physically present on the Company's premises shall not constitute a presumption that you are unable to perform such duties. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 10 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. 2.5 You may be terminated for cause if, in the reasonable determination of the Company's Board of Directors, you are convicted of any felony or of any crime involving moral turpitude, or participate in any fraud against the Company, or willfully breach your duties to the Company, or wrongfully disclose any trade secrets or other confidential information of the Company, or materially breach Section 4 of this Section 3, “Cause” shall mean Agreement or any material provision of the following:Employee Proprietary Information Agreement, between you and the Company (the "Proprietary Information Agreement").

Appears in 1 contract

Samples: Key Employee Agreement (Oculex Pharmaceuticals Inc /)

Term of Employment; Termination. 2.1 The commencement date of your employment shall be March 5, 2007 (your “Start Date”). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred eighty (180) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your resignation; or (c) immediately if the Company, with or without cause, gives written notice to you of your termination. 2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2(a)) shall be made by the Board of Directors. 2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to Sections 3(f2.2(b) through 3(i)or (c) is not exclusive and shall not effect either party’s right to seek remedies for the other party’s breach, the Term of Employment if any, giving rise to such termination. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated “for cause” if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company’s policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the Employee Confidentiality Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to Company’s Chief Executive Officer or the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ businessbreach, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company shall provide you with reasonable time in which to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying remedy such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31through June 30, 20242005; provided, thatthat such term will be continued after June 30, 2005, until such time as either the Executive or the Company provides at least one hundred fifty (150) days notice to the other of its decision not to continue such term, in which case the Term of Employment will be terminated one hundred fifty (150) days (or such longer period as may be agreed by the parties) after the date of delivery of such notice. However, should the Executive’s 's employment by the Company and the School be earlier terminated pursuant to Section Sections 3(b) or by the Executive pursuant to Section 3(c3(d), the Term of Employment shall end on the date of such earlier termination. The Company may extend If the Term of Employment Executive becomes employed by an additional twelve months (“Additional Term”) pursuant to formal action by entity into which the Compensation Committee Company is merged, or the purchaser of substantially all of the Board of Directors at least 90 days prior to the scheduled expiration date assets of the Term of EmploymentCompany, unless or a successor to such entity or purchaser, the Executive notifies shall not be treated as having terminated employment for purposes of this Agreement until such time as the Executive terminates employment with the successor (including, without limitation, the merged entity or purchaser), provided that the new employer agrees to assume this Agreement and be substituted for the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​under this Agreement. (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment The Executive's employment under this Agreement may be terminated at any time by the Company: (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder after reasonable accommodation for a continuous period of three consecutive months one hundred eighty (180) days ("Disability"), or any sixty working days out of any consecutive six month period; ​ (iiiii) for Cause (as defined in Section 3(d3(c)) or Material Breach (). The Executive's employment under this Agreement will terminate upon his death. Except as defined expressly provided in Section 3(e)); ​ (iv3(a) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disabilityand this Section 3(b), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​, the Company may not terminate the Executive's employment hereunder during the Term of Employment. (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (dc) For the purposes of this Section 3, "Cause" shall mean any of the following:: (i) Executive's conviction of any crime involving any felony, or (ii) Executive's conviction of fraud or embezzlement.

Appears in 1 contract

Samples: Employment Agreement (Devry Inc)

Term of Employment; Termination. 2.1 The effective date of this agreement ("this Agreement") is December 17th, 2001 ("Effective Date"). 2.2 Unless otherwise mutually agreed in writing, this Agreement and the Employment shall be terminated on the earliest of: (a) Employee's death, or any illness, disability or other incapacity in such a manner that he is physically rendered unable regularly to perform his duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) three (3) months after Employee, for any reason, gives written notice to the Company of his termination; (c) three (3) months after the Company, with or without cause, gives written notice to Employee of his termination. 2.3 The “Term determination under Section 2.2 (a) regarding whether Employee is physically unable regularly to perform his duties shall be made by the Board of Employment” shall commence Directors of the Company. Employee's inability to be physically present on the date hereof and Company's premises shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company not constitute a presumption that he is unable to perform such duties. 2.4 Any notice required to be earlier terminated given pursuant to this Section 3(b2 shall be given in accordance with the provisions of Section 12 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsection 2.2(b) or by (c) above shall not abrogate the Executive pursuant rights and remedies of the terminating party regarding the breach, if any, giving rise to Section 3(c)such termination. 2.5 The Employment may be immediately terminated for cause if, in the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee reasonable determination of the Board of Directors at least 90 days prior of the Company, Employee is convicted of any felony or of any crime involving moral turpitude or dishonesty, or has participated in any fraud against the Company, or has breached his duties to the scheduled expiration date Company or any of its subsidiaries ("the Group"), or has wrongfully disclosed any trade secrets or other confidential information of the Term Group, or has breached this Agreement or the Employee Proprietary Information And Inventions Agreement between Employee and the Company (the "Proprietary Information Agreement"). 2.6 If the Employment is terminated by the Company in accordance with this Agreement, Employee will have no right to work during the period of notice provided hereunder (although the Company will have power to require him to do so) provided that the Company provides Employee pay in lieu of such notice. On the termination of the Employment, unless howsoever arising, Employee shall at the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view request of the Company and as certified immediately resign all offices held by him in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined company in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:Group.

Appears in 1 contract

Samples: Employment Agreement (Zindart LTD)

Term of Employment; Termination. (a) The “Term of Employment” shall commence on the date hereof June 25, 2007 and shall continue until December 31through June 25, 2024; provided2008 (the “Initial Term”), thatsubject to automatic annual renewal for one-year terms thereafter (the “Additional Term”), should unless either the Company or Executive notifies the other party of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or Additional Term as the case may be. Should Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d10)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company’s business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company’s material reduction in Executive’s authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 30 days’ prior written notice by Executive to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 30 days’ prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, (i) In the event Executive’s employment is terminated pursuant to Section 3(b)(v) [without cause], “Cause” shall mean any 3(b)(vi) [change of control], or 3(c)(iii) [material reduction], the Company will: (A) pay to Executive (or his estate or representative) the full amounts to which the Executive would be entitled to under Section 4(a) for the period from effectiveness of termination through the fourth month anniversary of termination; and (B) pay to Executive (or his estate or representative) the benefits described in Section 6 through the fourth month anniversary of termination. Payment of the following:amounts and provision of the benefits described above will be made in accordance with the timetable and schedule for such payments contemplated therefor as if such termination did not occur, and will be subject to the other provisions of this Agreement, including Section 3(g) and Sections 7 and 8. If the Company makes the payments required by this Section 3(d)(i), such payments will constitute severance and liquidated damages, and the Company will not be obligated to pay any further amounts to Executive under this Agreement or otherwise be liable to Executive in connection with any termination. (ii) In the event Executive’s employment is terminated pursuant to Section 3(b)(i) [death], 3(b)(ii) [disability], 3(b) (iii) [Cause or Material Breach], 3(b)(iv) [poor performance], or 3(c)(i) [death], 3(c)(ii) [disability], or 3(c)(iv) [voluntary], the Company will not be obligated to pay any further amounts to Executive under this Agreement. (e) In the event the Term of Employment is terminated and the Company is obligated to make payments to Executive pursuant to Section 3(d)(i), Executive shall have a duty to seek to obtain alternative employment; and if Executive thereafter obtains alternative employment, the Company’s payment obligations under Section 3(d)(i), including its obligation to provide insurance coverage, if any, will be mitigated and reduced by and to the extent of Executive’s compensation under such alternative employment during the period for which payments are owed by the Company pursuant to Section 3(d)(i). Moreover, in the event that Executive is employed by or engaged in a Competitive Business as contemplated by Section 8(a)(i), then the Company will thereupon no longer be obligated to make payments under Section 3(d)(i). (f) In the event the Term of Employment is terminated and the Company is obligated to make payments pursuant to Section 3(d)(i), Executive hereby waives any and all claims against the Company and its respective officers, directors, employees, agents, or representatives, stockholders and affiliates relating to his employment during the term hereof and this Agreement. (g) Termination of the Term of Employment will not terminate Sections 3(d), 3(f), and 7 through 21.

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 The commencement of your employment shall be March _, 2006 (your "Start Date"). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject to the payments contemplated by Sections 3(fthirty (30) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performanceyou, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​your resignation; (iiic) as a result of immediately by the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), Company upon written notice either with cause or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​without cause; or (d) For the purposes third anniversary of the Start Date. 2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2 (a)) shall be made by the Board of Directors. 2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections 2.2 (b) or (c) are not exclusive and shall not effect either party's right to seek remedies . 2.5 You may be terminated with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in this Agreement. You shall be deemed terminated "for cause" if, in the reasonable determination of the Company, you (a) commit an act that is fraudulent, dishonest or a material breach of the Company's policies, including wrongful disclosure of any trade secrets or other confidential information of the Company, or material breach of Section 4 of this Section 3, “Cause” shall mean Agreement or any material provision of the following:Confidentiality and Non-Solicitation Agreement (referred to in Section 5), (b) are convicted of a felony under federal, state, or local law applicable to the Company or (c) intentionally refuse, without proper cause, to substantially perform duties after a demand for such performance has been delivered in writing by the Company's CEO or the Board of Directors, which notice shall specify the alleged instance of breach, and, shall provide you with reasonable time in which to remedy such breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. (a) The ‘‘Term of Employment” shall commence on June 1, 2020 or such other date mutually agreed in writing between the date hereof Executive and the Chairman of the Board (the “Effective Date”) and shall continue until December 31, 2024; provided, that, should the Executive’s employment is terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections Section 3(f) through 3(i), the Term of Employment Executive’s employment may be terminated at any time by the Company: ​: (i) upon the death of the Executive; ​; (ii) in the event that that, because of physical or mental disability disability, the Executive is unable to perform, and does not perform, in the view opinion of the Company Board and as certified in writing by a competent medical physicianphysician selected by the mutual agreement of the Company and the Executive or his legal representative, his or her duties hereunder for a continuous period of three consecutive months or any sixty working 180 days out of any consecutive six month period; ​270-day period (“Disability”); (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfactionCause; or (viv) for any other reason or no reason, it being understood that no reason is requiredshall be required for termination of the Executive’s employment. The Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of Parent or the Companies Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Material Breach or Cause. Termination The Executive’s termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 Sections 3(b)(ii) - (b)(i)-(viv)), ) subject to the requirements any requirement for advance notice in the case of a termination for Cause and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment Executive’s employment may be terminated at any time by the Executive: ​: (i) upon the death of the Executive; ​; (ii) as in the event of Disability; (iii) for Good Reason; or (iv) for any other reason or no reason (a result of a material reduction in “Voluntary Termination”). The Executive’s authoritytermination shall become effective upon death or, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all the case of the Company’s senior executives on a substantially equal or proportionate basis)Disability, the relocation delivery by the Executive to the Board of notice specifying such termination. Any other termination by the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after shall require at least 60 days’ days prior written notice to the Company and its Board (unless waived in writing by the Board) and, in the case of Directors and a termination by the Company’s failure thereafter Executive for Good Reason, an opportunity to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of provided in this Agreement, the Amended if and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​extent applicable. (d) For the purposes of As used in this Section 3Agreement, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Agilon Health, Inc.)

Term of Employment; Termination. 2.1 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall start on or before July 24, 2017 (the “Start Date”) and may be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated by Sections 3(fCompany of your termination; (c) through 3(i), the Term of Employment may be terminated at any time by thirty (30) days after the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause with cause (as defined in Section 3(d2.4 below), gives written notice to you of your termination; and (d) July 31, 2019. For the avoidance of doubt, absent the occurrence of an event described in clauses (a), (b) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject above, this Agreement may not be terminated prior to July 31, 2019. 2.2 The determination regarding whether you are physically unable regularly to perform your duties under Subsection 2.1(a) above shall be made by the payments contemplated by Board of Directors in its reasonable discretion. Your inability to be physically present on the Company’s premises shall not constitute a presumption that you are unable to perform such duties. 2.3 Any notice required to be given pursuant to this Section 3(f2 shall be given in accordance with the provisions of Section 10 hereof. The exercise of either party’s right to terminate this Agreement pursuant to Subsections 2.1(b) and 3(ior 2.1(c), above, shall not abrogate the Term rights and remedies of Employment the terminating party regarding the breach, if any, giving rise to such termination. You may be terminated at any time by for cause if, in the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all reasonable determination of the Company’s senior executives on a substantially equal Board of Directors, (a) you are convicted of any felony or proportionate basis)of any crime involving moral turpitude, or (b) participate in any fraud against the relocation Company, or (c) willfully breach your duties to the Company, or (d) fail to follow the lawful and reasonable direction of the Chief Executive Officer or Board of Directors, or (e) wrongfully disclose any trade secrets or other confidential information of the Company’s primary place , or (f) materially breach Section 4 of business this Agreement or the relocation of Executive by any material provision of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Employee Proprietary Information Agreement, in each case, after 60 days’ prior written notice to between you and the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive PlanProprietary Information Agreement”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:;

Appears in 1 contract

Samples: Employment Agreement (SharedLabs, Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31, 2024for a period of three years; provided, thatthat such term shall continue for the twelve month period following such initial three year period, should and for each twelve month period thereafter, unless at least 90 days prior to the scheduled expiration date, either the Executive or the Company notifies the other of its decision not to continue such term. Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or 4(b), by the Executive pursuant to Section 3(c4(c) or mutually by both parties pursuant to Section 4(d), the Term of Employment shall end on the date of such earlier termination. The Nothing contained herein shall be deemed to be an obligation on the part of the Company may to extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the Company's obligations to make the payments contemplated by Sections 3(f) through 3(iSection 4(e), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​mutually agreeable (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​Cause; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, and the Company shall not be required to specify a reason for the termination, provided that termination of the Executive's employment by the Company shall be deemed to have occurred under this clause (iv) only if it being understood is not for reasons described in clauses (i) though (iii) such that no reason is requiredthis Agreement, subject to the provisions of Section 4(e), shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective 30 days after, or, if for Cause, upon the delivery by the Company to the t he Executive of notice specifying such termination and and, if for Cause, the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​therefor. (c) Subject to the Company's obligations to make the payments contemplated by Section 3(f) and 3(i4(e), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a result of a mutually agreeable competent medical physician, his material reduction duties hereunder for 180 days in Executive’s authority, perquisites, position any continuous 210 day period; (iii) voluntarily or responsibilities for any reason or no reason not referred to in clauses (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, i) and (ii) in each case, after 60 90 days' prior written notice to the Company and its Board of Directors Directors. (d) Subject to the Company's obligations to make the payments contemplated by Section 4(e), the Term of Employment may be terminated at any time by the mutual agreement of the Company and the Executive. Any termination of the Executive's employment by mutual agreement of the parties will be memorialized by an agreement which is reduced to writing and signed by the Executive and a duly appointed officer of the Company’s failure thereafter . (e) If Executive's employment is terminated for any reason whatsoever, then Executive shall be entitled to cure (i) accrued and unpaid base salary and benefits (including sick pay, vacation pay and benefits under Section 6) with respect to the period prior to (i) Sections 4(b)(i), 4(b)(ii), 4(c)(i) or 4(c)(ii), the Company will also pay to Executive (or his estate or representative) the Executive's base salary for a six month period; (ii) Section 4(b)(iii), 4(c)(iii) or 4(d), there will be no additional amounts owing by the Company to Executive under this Agreement from and after such reduction or violationtermination; or ​and (iii) as a result Section 4(b)(iv), the Company will pay to Executive (or his estate or representative) the Executive's base salary for the balance of the Term of Employment. (i) Termination of the Term of Employment will not terminate Sections 7, 8, 9, 10, 12 through 24, or any other provisions not associated specifically with the Term of Employment. (ii) In the event of termination, the Executive shall not have a duty to mitigate the Company’s willful 's payment obligations under Section 4(e) by seeking alternative employment; provided, however, that if the Executive does accept alternative employment, payment obligations under Section 4(e) shall be terminated. (g) Subject to the terms and material violation conditions of this Agreement, during the Amended period beginning on the date of delivery of a notice by the Company or the Executive, as the case may be, indicating that the Term of Employment is to be terminated, and Restated 2018 Long-ending on the actual date the Term Incentive Plan (of Employment is terminated, which, in any event, shall be no later than 90 days following the “Incentive Plan”)delivery of such notice, or any agreement between the Executive shall continue to perform his duties as set forth in this Agreement, and any of shall also perform such services for the Companies pertaining to awards made pursuant Company as are necessary and appropriate for a smooth transition to the Incentive Plan or Executive's successor, if any. Notwithstanding the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes foregoing provisions of this Section 34(g), “Cause” the Company may suspend the Executive from performing his duties under this Agreement following the delivery of a notice by the Executive providing for the Executive's resignation, or delivery by the Company of a notice providing for the Executive's termination of employment for any reason; provided, however, that during the period of suspension (which shall mean end upon the actual date the Term of Employment is terminated, which in any event shall be no later than 90 days following the delivery of such notice), the following:Executive shall

Appears in 1 contract

Samples: Employment Agreement (Automotive Performance Group Inc)

AutoNDA by SimpleDocs

Term of Employment; Termination. (a) The "Term of Employment" shall commence on May 19, 1997 or such other date as the date hereof Company and shall the Executive may agree (the "Effective Date") and shall, subject to the terms and conditions of this Agreement, continue until December 31, 2024; provided, that, should for an initial term of three years. Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months Termination Date (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​as defined in Section 3(b)). (b) Subject to the obligation of the Company to make any payments contemplated by Sections 3(f) through 3(ipursuant to Section 3(e), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of the Executive; ​; (ii) in the event that the Executive is Disabled for 90 days (which need not be continuous) during a twelve continuous month period (or any shorter period). For the purposes of this Agreement, the Executive shall be deemed to be Disabled if because of a physical or mental disability the Executive is unable to perform, and does not perform, in his duties under this Agreement. In the view event of a dispute as to whether the Executive is Disabled, the Company and the Executive agree to submit such dispute to a licensed, practicing physician mutually satisfactory to the Company and the Executive who shall be selected and who shall examine the Executive within 30 days, and the Executive agrees to submit to such tests and examination as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​such physician shall deem appropriate; (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e3(c)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, it being understood that for no reason is requiredin either case after 60 days' prior written notice from the Company, such that this Agreement, subject to the provisions of Section 3(e), shall be construed as terminable at will by the Company. The Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery "Termination Date", which shall be as follows. If termination of the Term of Employment occurs: (A) under Sections 3(b)(i) or 3(c)(i) - the date of death of the Executive; (B) under Sections 3(b)(ii) or 3(c)(ii) - as of the date the Executive is Disabled for the period provided in such Sections, as agreed to by the Company and the Executive, or as determined by a physician selected under such Sections; (C) under Sections 3(b)(iii), 3(b)(iv), 3(c)(iii) or 3(c)(iv) - the date a party to this Agreement delivers to the Executive other party a notice of notice termination or resignation specifying such termination and the reasons therefor (i.e.reason(s) therefor, Section 3 (b)(i)-(v))as the case may be, subject to the requirements for advance notice and an the opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything ; (D) under Section 3(f) - the next anniversary of the Effective Date occurring more than 120 days after notice of termination is delivered by either party to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination other under such Section; or (E) upon the mutual agreement of the Executive’s employment, shall refer to a termination parties - the effective date of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​such mutual agreement. (c) Subject to the obligation of the Company to make any payments contemplated by pursuant to Section 3(f) and 3(i3(e), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of the Executive; ​; (ii) in the event the Executive is Disabled; (iii) as a result of a material reduction in the Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, ) or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreementor for no reason, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”)in either case, or any agreement between Executive and any of the Companies pertaining to awards made pursuant after 60 days' prior written notice to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Company and its Board of Directors. (d) For the purposes of this Section 3, "Cause" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Ameriking Inc)

Term of Employment; Termination. 2.1 The effective date of this Agreement is August 1, 2000. 2.2 Unless otherwise mutually agreed in writing, this Agreement and Executive's employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) Executive's death, or any illness, disability or other incapacity in such a manner that Executive is physically rendered unable regularly to perform the essential functions of his position for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) thirty (30) days after Executive, for any reason, gives written notice to the Company of his termination; (c) thirty (30) days after the Company, without cause, gives written notice to Executive of his termination; and (d) immediately upon the occurrence of cause as defined in Section 2.5, below. (e) three (3) years from the date hereof. 2.3 The “Term determination regarding whether Executive is physically unable regularly to perform his duties under subsection 2.2 (a) above shall be made by the Board of Employment” shall commence Directors. Executive's inability to be physically present on the date hereof Company's premises shall not constitute a presumption that Executive is unable to perform such duties. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. 2.5 For purposes hereof, "cause" shall continue until December 31mean and Executive may be terminated for cause if, 2024; providedin the reasonable determination of the Company's Board of Directors, thatExecutive (i) is convicted of any felony or of any crime involving moral turpitude, should (ii) knowingly participates in any fraud against the Executive’s employment by Company, (iii) willfully and knowingly breaches or fails to perform his duties to the Company, (iv) wrongfully and knowingly discloses any trade secrets or other Confidential Information of the Company be earlier terminated pursuant to (as such term is defined below) in violation of the Company's Confidentiality Policy, (v) materially and knowingly breaches Section 3(b) 4 of this Agreement or by any material provision of any stock option agreement between Executive and the Executive pursuant to Section 3(cCompany ("Option Agreement"), or (vi) knowingly fails in a material way, to adhere to the Term policies or procedures of Employment shall end on the date of such earlier termination. The Company may extend Company, including without limitation, as published in the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee Company's Employee Manual or written directives of the Board of Directors at least 90 days prior that reasonably specify Executive's duties in a manner consistent with Section 1.1, including, without limitation, Executive's Job Description and Annual Performance Plan (if any). Actions taken by Executive pursuant to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ reasonable and good faith belief that they are (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view best interests of the Company and (ii) consistent with Executive's responsibilities as certified in writing CEO, shall not be a basis for termination by a competent medical physician, his or her duties hereunder reason of "cause" for a continuous period purposes of three consecutive months this Agreement or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Option Agreement, which has remained uncured for a period of 90 days after delivery of notice by although the Company retains the right to the terminate Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreementcause, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”accordance with Section 2.2(c), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Key Employee Agreement (Hydrogen Burner Technology Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December through March 31, 2024; provided, that, should 2005. Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(e), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a mutually agreeable competent medical physician, his or her material duties hereunder for a 180 days in any continuous period of three consecutive months or any sixty working days out of any consecutive six month 210 day period; ​; (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, it being understood such that no reason is requiredthis Agreement, subject to the provisions of Section 3(e), shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective 30 days after, or, if for Cause, upon the delivery by the Company to the Executive of notice specifying such termination and and, if for Cause, the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​therefor. (c) Subject to the Company's obligations to make the payments contemplated by Section 3(f) and 3(i3(e), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a mutually agreeable competent medical physician, her duties hereunder for 180 days in any continuous 210 day period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), a requirement that the relocation of Executive relocate outside the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from BostonPhoenix, Massachusetts, Arizona metropolitan area or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 30 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or (iv) voluntarily or for any reason or no reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreementin each case, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant after 120 days' prior written notice to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Company and its Board of Directors. (d) For the purposes of this Section 3, "Cause" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Universal Technical Institute Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31through April 1, 2024; provided2005, that, should and any renewals pursuant to Section 3(g). Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(e), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a mutually agreeable competent medical physician, his or her material duties hereunder for a 180 days in any continuous period of three consecutive months or any sixty working days out of any consecutive six month 210 day period; ​; (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, it being understood such that no reason is requiredthis Agreement, subject to the provisions of Section 3(e), shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective 30 days after, or, if for Cause, upon the delivery by the Company to the Executive of notice specifying such termination and and, if for Cause, the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​therefor. (c) Subject to the Company's obligations to make the payments contemplated by Section 3(f) and 3(i3(e), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a result of a material reduction mutually agreeable competent medical physician, her duties hereunder for 180 days in Executive’s authorityany continuous 210 day period; (iii) for Good Reason, perquisites, position as defined in Section 9; or (iv) voluntarily or responsibilities for any reason or no reason not referred to in clauses (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, i) through (iii) in each case, after 60 120 days' prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Directors. (d) For the purposes of this Section 3, "Cause" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Universal Technical Institute Inc)

Term of Employment; Termination. 2.1 The commencement date of your employment shall be July 28, 2010 (your “Start Date”). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your resignation; (c) immediately if the Company, with or without cause, gives written notice to you of your termination; or (d) December 31, 2013. 2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2(a)) shall be made by the Board of Directors. 2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to Sections 3(f2.2(b) through 3(i)or (c) is not exclusive and shall not effect either party’s right to seek remedies for the other party’s breach, the Term of Employment if any, giving rise to such termination. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated “for cause” if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company’s policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the Employee Confidentiality Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to Company’s Chief Executive Officer or the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ businessbreach, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company shall provide you with reasonable time in which to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying remedy such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. 2.1 The commencement of your term as President and Chief Executive Officer shall be November 17, 2003 (your “Start Date”). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your termination; or (c) immediately if the Company, with or without cause, gives written notice to you of your termination. 1. IRIS INTERNATIONAL, INC. (“IRIS”) KEY EMPLOYEE AGREEMENT FOR XXXXX X. XXXXXX 2.3 The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by Sections 3(fthe Board of Directors. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to subsections (b) through 3(i)or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, the Term of Employment if any, giving rise to such termination. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated for cause if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company’s policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the Proprietary Information Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reasonbreach, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employmentand, shall refer provide you with reasonable time in which to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than remedy such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31through September 30, 2024; provided2006 (such term ending on September 30, that, should 2006 being the "Original Term"). Should the Executive’s 's employment be earlier terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end and on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(e), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a mutually agreeable competent medical physician, his or her material duties hereunder for a 180 days in any continuous period of three consecutive months or any sixty working days out of any consecutive six month 210 day period; ​; (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iii) or no reason, it being understood such that no reason is requiredthis Agreement, subject to the provisions of Section 3(e), shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective 30 days after, or, if for Cause, upon the delivery by the Company to the Executive of notice specifying such termination and and, if for Cause, the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​therefor. (c) Subject to the Company's obligations to make the payments contemplated by Section 3(f) and 3(i3(e), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a mutually agreeable competent medical physician, his duties hereunder for 180 days in any continuous 210 day period; (iii) as a result of a material reduction in Executive’s 's authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s 's senior executives on a substantially equal or proportionate basis), a requirement that the relocation of Executive relocate outside the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from BostonPhoenix, Massachusetts, Arizona metropolitan area or the Company’s 's willful, material violation of its obligations under this Agreement, in each case, after 60 30 days' prior written notice to the Company and its Board of Directors and the Company’s 's failure thereafter to cure such reduction or violation; or (iv) voluntarily or for any reason or no reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreementin each case, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant after 120 days' prior written notice to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​Company and its Board of Directors. (d) For the purposes of this Section 3, "Cause" shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Universal Technical Institute Inc)

Term of Employment; Termination. (a) The “Term of Employment” Subject to prior termination in accordance with Section 2(b) below, the Executive's full-time employment hereunder shall commence on the date hereof Effective Date and shall continue until December through and including March 31, 2024; provided2004 (the "Initial Term"). Following the Initial Term, thatthis Agreement shall continue on the same terms and conditions set forth herein for additional one (1) year periods (each a "Renewal Period"), should the Executive’s employment by unless either the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant elects to Section 3(c), terminate this Agreement by written notice to the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months other given not later than thirty (“Additional Term”30) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Initial Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​Renewal Period. (b) Subject In addition to termination at the payments contemplated by Sections 3(fend of the Initial Term or any Renewal Period, this Agreement: (i) through 3(i), the Term of Employment may be terminated at any time by upon mutual written agreement of the Company: ​ (i) upon Company and the death of Executive; ​; (ii) may be terminated at any time, at the option of the Executive, upon thirty (30) days' prior written notice to the Company, in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of (A) the Company shall fail to make any material payment to the Executive required to be made under the terms of this Agreement, or (B) the Company shall fail to perform any other material covenant or agreement to be performed by the Company under this Agreement or under the Registration Rights Agreement (as hereinafter defined) and as certified in writing shall fail to cure or remedy same within thirty (30) days after written notice thereof by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​the Executive to the Company; (iii) may be terminated, at the option of the Board of the Company (the Executive abstaining from any such vote), at any time "for Cause cause" (as defined in Section 3(dhereinafter defined)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon may be terminated, at the continuous poor or unacceptable performance option of the Company, at any time in the event of the "permanent disability" (as hereinafter defined) of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning shall automatically terminate upon the grounds for termination or the future operation death of the Companies’ businessExecutive. (c) As used herein, the term "for cause" shall mean and that nothing contained herein or otherwise stated by or on behalf of any be limited to the mutual agreement of the Companies modifies parties or amends a final determination as provided in Section 11 of this Agreement that there has occurred: (i) a material breach of this Agreement by the right Executive which in any case was not corrected within thirty (30) days after written notice of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by same from the Company to the Executive of (which notice specifying such termination and shall specify in detail the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death nature of Executive's alleged breach); (ii) as a result gross negligence or malfeasance by the Executive in the performance of his duties and responsibilities hereunder; (iii) in the absence of a material reduction in Executive’s authoritybreach by the Company of its obligations hereunder, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all the voluntary resignation by Executive as an employee of the Company without the prior written consent of the Company’s senior executives , or (iv) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. No act or failure to act on a substantially equal the Executive's part shall deemed "willful" unless done, or proportionate basis)omitted to be done, by the relocation Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Employment Agreement (Team Communications Group Inc)

Term of Employment; Termination. 2.1 The commencement of your employment shall be August 26, 2001 (your "Start Date"). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your termination; or (c) immediately if the Company, with or without cause, gives written notice to you of your termination. 2.3 The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by Sections 3(fthe Board of Directors. 2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) through 3(i)or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, the Term of Employment if any, giving rise to such termination. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated "for cause" if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company's policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the the Proprietary Information Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to Company's Chief Executive Officer or the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reasonbreach, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employmentand, shall refer provide you with reasonable time in which to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than remedy such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (International Remote Imaging Systems Inc /De/)

Term of Employment; Termination. ​ (a) The “Term of Employment” shall commence on the date hereof and shall continue until December 31, 20242020; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The “Term of Employment” shall commence on the date hereof May 12, 2005 and shall continue until December 31through June 12, 2024; provided2006 (the “Initial Term”), thatsubject to automatic annual renewal for one-year terms thereafter (the “Additional Term”), should unless either the Company or Executive notifies the other party of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or Additional Term as the case may be. Should Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​. (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company’s business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v))therefor, subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i3(d), the Term of Employment may be terminated at any time by the Executive: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability, Executive is unable to perform and does not perform his duties hereunder, for a continuous period of 90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) as a result of a the Company’s material reduction in Executive’s authority, perquisites, position position, title or responsibilities (other than such a reduction in perquisites by the Company because of a temporary illness or disability or such a reduction which affects all of the Company’s senior executives on a substantially equal or proportionate basis)basis as a result of financial results, the relocation conditions, prospects, reorganization, workout or distressed condition of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts), or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 30 days’ prior written notice by Executive to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violationviolation within such 30 days; or ​or (iv) voluntarily or for any reason not referred to in clauses (i) through (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Planfor no reason, in each case as such agreements or plans may be amended from time case, after 90 days’ prior written notice to time. ​the Company and its Board of Directors. (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. ​ (a) The “Term of Employment” shall commence on the date hereof and shall continue until December 31, 20242021; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Safety Insurance Group Inc)

Term of Employment; Termination. (a) The "Term of Employment" shall commence on the date hereof and shall continue until December 31for a one-year term ending on January 15, 2024; provided1999 (the "Initial Term"), thatsubject to automatic annual renewal for one-year terms thereafter (the "Additional Term"), should unless either the Company or Executive notifies the other party of its intent not to renew within ninety (90) days prior to the end of the Initial Term. Should Executive’s 's employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections 3(f) through 3(iSection 3(d), the Term of Employment may be terminated at any time by the Company: ​: (i) upon the death of Executive; ​; (ii) in the event that because of physical or mental disability disability, Executive is unable to perform, perform and does not performperform his duties hereunder, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​90 days, and an experienced, recognized physician specializing in such disabilities certifies as to the foregoing in writing; (iii) for Cause or Material Breach (each as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​; (iv) upon the continuous poor or unacceptable performance of the Executive’s 's duties to the Companies (other than due to a physical or mental disability)Company, in the sole judgment of the Board of Directors of the Company, which has remained uncured for a period of 90 days after the delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s 's performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason not referred to in clauses (i) through (iv), or for no reason, it being understood such that no reason is requiredthis Agreement shall be construed as terminable at will by the Company. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ Company's business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:modifies or

Appears in 1 contract

Samples: Employment Agreement (Spacehab Inc \Wa\)

Term of Employment; Termination. 2.1 The effective date of this agreement (“this Agreement”) is [ ] (“Effective Date”). 2.2 Unless otherwise mutually agreed in writing, this Agreement and the Employment shall be terminated on the earliest of: (a) Employee’s death, or any illness, disability or other incapacity in such a manner that he is physically rendered unable regularly to perform his duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period; (b) three (3) months after Employee, for any reason, gives written notice to the Company of his termination; (c) three (3) months after the Company, with or without cause, gives written notice to Employee of his termination subject to the terms of section 2.2(d); or (d) if the Company is acquired, or a change of ownership occurs or six (6) months after the Company, with or without cause gives written notice to Employer of his termination. 2.3 The “Term determination under Section 2.2(a) regarding whether Employee is physically unable regularly to perform his duties shall be made by the Board of Employment” shall commence Directors of the Company. Employee’s inability to be physically present on the date hereof and Company’s premises shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company not constitute a presumption that he is unable to perform such duties. 2.4 Any notice required to be earlier terminated given pursuant to this Section 3(b2 shall be given in accordance with the provisions of Section 12 hereof. The exercise of either party’s right to terminate this Agreement pursuant to subsection (b) or by (c) above shall not abrogate the Executive pursuant rights and remedies of the terminating party regarding the breach, if any, giving rise to Section 3(c)such termination. 2.5 The Employment may be immediately terminated for cause if, in the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee reasonable determination of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term Company, Employee is convicted of Employmentany felony or of any crime involving moral turpitude or dishonesty, unless the Executive notifies the Company of his or her decision to decline has participated in any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​ (b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by fraud against the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical , or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, has breached his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical Company or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder its subsidiaries (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive PlanGroup”), or has wrongfully disclosed any agreement between Executive and any trade secrets or other confidential information of the Companies pertaining to awards made pursuant to the Incentive Plan Group, or has breached this Agreement or the Executive Incentive Compensation PlanEmployee Proprietary Information and Inventions Agreement between Employee and the Company (the Proprietary Information Agreement”). 2.6 If the Employment is terminated by the Company in accordance with this Agreement, Employee will have no right to work during the period of notice provided hereunder (although the Company will have power to require him to do so) provided that the Company provides Employee pay in each case as such agreements or plans may be amended from time to timelieu of notice. ​ (d) For On the purposes of this Section 3, “Cause” shall mean any termination of the following:Employment, howsoever arising, Employee shall at the request of the Company immediately resign all offices held by the Employee in any company in the Group.

Appears in 1 contract

Samples: Employment Agreement (Corgi International LTD)

Term of Employment; Termination. 2.1 The commencement of your employment shall be January 1, 2004 (your “Start Date”). 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(bone hundred twenty (120) consecutive days or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional more than one hundred eighty (180) days in any consecutive twelve months (“Additional Term”12) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​month period; (b) Subject thirty (30) days after you, for any reason, give written notice to the payments contemplated Company of your resignation; or (c) immediately with cause or without cause only after one year from the start date, 2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2 (a)) shall be made by Sections 3(fthe Board of Directors. 2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to subsections 2.2 (b) through 3(i), the Term of Employment or (c) are not exclusive and shall not effect either party’s right to seek remedies. 2.5 You may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) with our without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in the event that because of physical or mental disability Executive is unable to perform, and does not performthis Agreement. You shall be deemed terminated “for cause” if, in the view reasonable determination of the Company and as certified in writing by Company, you (a) commit an act that is fraudulent, dishonest or a competent medical physicianmaterial breach of the Company’s policies, his including wrongful disclosure of any trade secrets or her duties hereunder for a continuous period other confidential information of three consecutive months the Company, or material breach of Section 4 of this Agreement or any sixty working days out material provision of any consecutive six month period; ​ (iii) for Cause the Proprietary Information Agreement (as defined in Section 3(d5), (b) are convicted of a felony under federal, state, or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties local law applicable to the Companies Company or (other than due c) intentionally refuse, without proper cause, to substantially perform duties after a physical or mental disability), which demand for such performance has remained uncured for a period of 90 days after delivery of notice been delivered in writing by the Company to Company’s Chief Executive Officer or the Executive Board of such dissatisfaction with Executive’s performanceDirectors, which notice shall describe in reasonable detail specify the areas alleged instance of dissatisfaction; or (v) for any other reason or no reasonbreach, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employmentand, shall refer provide you with reasonable time in which to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than remedy such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​ (iii) as a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the “Incentive Plan”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:breach.

Appears in 1 contract

Samples: Key Employee Agreement (Iris International Inc)

Term of Employment; Termination. (a) The “Term of Employment” shall commence commenced on March 1, 2017 or such other date mutually agreed in writing between the date hereof Executive and the CEO (the “Effective Date”) and shall continue until December 31, 2024; provided, that, should the Executive’s employment is terminated by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​. (b) Subject to the payments contemplated by Sections Section 3(f) through 3(i), the Term of Employment Executive’s employment may be terminated at any time by the Company: ​: (i) upon the death of the Executive; ​; (ii) in the event that that, because of physical or mental disability disability, the Executive is unable to perform, and does not perform, in the view opinion of the Company Board and as certified in writing by a competent medical physicianphysician selected by the mutual agreement of the Company and the Executive or her legal representative, his or her duties hereunder for a continuous period of three consecutive months or any sixty working 180 days out of any consecutive six month period; ​270-day period (“Disability”); (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfactionCause; or (viv) for any other reason or no reason, it being understood that no reason is requiredshall be required for termination of the Executive’s employment. The Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of Parent or the Companies Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 Sections 3(b)(ii) – (b)(i)-(viv)), ) subject to the requirements any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​. (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment Executive’s employment may be terminated at any time by the Executive: ​: (i) upon the death of the Executive; ​; (ii) as a result in the event of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or ​Disability; (iii) as for Good Reason; or (iv) for any other reason or no reason (a result of the Company’s willful and material violation of this Agreement, the Amended and Restated 2018 Long-Term Incentive Plan (the Incentive PlanVoluntary Termination”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​. (d) For the purposes of As used in this Section 3Agreement, “Cause” shall mean any of the following:

Appears in 1 contract

Samples: Employment Agreement (Agilon Health, Inc.)

Term of Employment; Termination. 2.1 The effective date of this Agreement is November 4, 1996. 2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of: (a) The “Term your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(btwo hundred seventy (270) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee days in any fiscal year of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment. ​Company; (b) Subject to the payments contemplated by Sections 3(fthirty (30) through 3(i), the Term of Employment may be terminated at any time by the Company: ​ (i) upon the death of Executive; ​ (ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period; ​ (iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e)); ​ (iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performanceyou, which notice shall describe in reasonable detail the areas of dissatisfaction; or (v) for any other reason or no reason, it being understood that no reason is required. ​ Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). ​ (c) Subject to the payments contemplated by Section 3(f) and 3(i), the Term of Employment may be terminated at any time by the Executive: ​ (i) upon the death of Executive; ​ (ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior give written notice to the Company of your termination; (c) thirty (30) days after the Company, with or without cause, gives written notice to you of your termination; and its The determination regarding whether you are physically unable to regularly perform your duties under subsection (a) above shall be made by the Board of Directors and on the basis of an examination of you by a physician selected by the Board of Directors. Your inability to be physically present on the Company’s failure thereafter 's premises shall not constitute a presumption that you are unable to cure perform such reduction duties. Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 11 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or violation; or ​(c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination. Termination by the Company under Section (c) above shall be determined by a vote of a majority of the disinterested members of the Board of Directors. (iii) as a result 2.3 You may be terminated for cause if, in the reasonable determination of the Company’s willful 's Board of Directors, you are convicted of a felony involving the Company or its property or of any crime involving moral turpitude, participate in any fraud against the Company, willfully and material violation materially breach your duties to the Company, intentionally damage any property of the Company, wrongfully disclose any trade secrets or other confidential information of the Company, materially fail to perform your duties as President and Chief Executive Officer of the Company, or materially breach Section 4 of this Agreement or any material provision of the Confidential Information and Invention Assignment Agreement, dated as of November 4, 1996, between you and the Amended and Restated 2018 Long-Term Incentive Plan Company (the “Incentive Plan”"Proprietary Information Agreement"), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time. ​ (d) For the purposes of this Section 3, “Cause” shall mean any of the following:.

Appears in 1 contract

Samples: Key Employee Agreement (Viant Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!