Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations. (b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 15 contracts
Samples: Employment Agreement (Bluerock Residential Growth REIT, Inc.), Employment Agreement (Bluerock Residential Growth REIT, Inc.), Employment Agreement (Bluerock Residential Growth REIT, Inc.)
Term of Employment. (a) Subject Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on September 1, 2004 and ending August 31, 2007; provided that on September 1, 2007 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (i) the termination of Executive's employment hereunder, and (ii) the later of September 30, 2007 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the "Employment Term".
(b) If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company or Executive at will, with or without cause pursuant to Section 6(a), but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executiveincluding but not limited to, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in provisions of Section 2 hereof for the Term of Employment (as defined below6(b). The REIT and the Operating Partnership agree to Executive shall be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice entitled to the other party benefits provided in 6(b) if Executive's employment ends during the at least sixty (60) days prior will continuation period in a manner which would entitle Executive to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Termbenefits.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 4 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator MFA hereby employs the Executive, and the Executive hereby accepts employment with REIT OperatorMFA, in the positions and with the duties and responsibilities as set forth in Section 2 hereof below for the Term of Employment (Employment, subject to the terms and conditions of this Agreement. Except as defined otherwise provided in Section 3(b)(iii) below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations , as of the REIT Operator under Effective Date of this Agreement, including payment obligationsthe Former Employment Agreement is terminated.
(b) The term of employment (the “Term of Employment”) under this Agreement will shall commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) Date and continue for an initial term through until December 31, 2020 2021 (the “Initial Term”); provided that, the Term of Employment shall automatically renew for periods of one-year (each an “Extension Term”) unless either party gives the Agreement is terminated sooner in accordance with Section 5 belowother party written notice at least 90 days prior to the end of the Initial Term or any Extension Term, as applicable, that the Term of Employment shall not be further extended. Commencing on If the last day of the Initial Term and on each subsequent anniversary of such dateor any Extension Term occurs during a Garden Leave period, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to shall continue through the other party at least sixty (60) days prior to any end of such anniversary date (a “Non-Renewal”)Garden Leave. The period commencing on Term of Employment may also be terminated in accordance with Section 5 hereof. The Company’s failure to renew the Effective Date and ending Term of Employment at the end of the Initial Term or any Renewal Term (or earlier Extension Term, as applicable, shall constitute termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing without Cause (as defined in that certain Contribution and Sale Agreement between below). The Executive’s failure to renew the REITTerm of Employment at the end of the Initial Term or any Extension Term shall not, the Operating Partnershipby itself, BRG Manager, LLC and the other parties thereto, dated constitute a termination for Good Reason (as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectdefined below).
Appears in 3 contracts
Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Term of Employment. (a) Subject to The Company will employ Employee for a term of two years from the terms and conditions Effective Date of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Employment Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive Each one-year periods period during the Initial Employment Term is referred to below as an “Employment Agreement Year.” Unless earlier terminated pursuant to the terms herein, the Initial Employment Term shall be automatically extended for additional one-year terms (each such extensioneach, a “Renewal Employment Term”); provided, however, that either ) upon the expiration of the Initial Employment Term or any Renewal Employment Term unless the Company or Executive may elect not to extend the Term of Employment by giving written notice Employee delivers to the other party at least sixty (60) 30 days prior to any such anniversary date (the expiration of the Initial Employment Term or the then-current Renewal Employment Term, as the case may be, a “Non-Renewal”). The period commencing on written notice specifying that the Effective Date and ending term of Employee’s employment will not be renewed at the end of the Initial Employment Term or any the then-current Renewal Employment Term, as the case may be. The Initial Employment Term (or earlier termination of Executiveor, in the event that Employee’s employment hereunder) shall hereinafter be hereunder is terminated earlier pursuant to the terms herein or renewed pursuant to this Section 2, such shorter or longer period, as the case may be, is referred to herein as the “Term of Employment” or “Employment Term.” If Either party may terminate the Closing (as defined in that certain Contribution Employment Term and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectonly as provided for below.
Appears in 3 contracts
Samples: Asset Purchase Agreement (U-Swirl, Inc.), Employment Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)
Term of Employment. Unless Executive's employment shall sooner ------------------ terminate pursuant to Section 7, Employer shall employ Executive for a term commencing on the date of the consummation of the Merger (athe "Commencement Date") Subject to and ending on the terms fifth anniversary of the Commencement Date (the "Initial Term"). Effective upon the expiration of the Initial Term and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the each Additional Term of Employment (as defined below). The REIT and the Operating Partnership agree , Executive's employment hereunder shall be deemed to be jointly automatically extended, upon the same terms and severally liable for all obligations of the REIT Operator under this Agreementconditions, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31additional period of one year (each, 2020 (the “Initial an "Additional Term”"), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extensioncase, a “Renewal Term”); provided, however, that either commencing upon the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end expiration of the Initial Term or any Renewal the then current Additional Term, as the case may be, unless Employer, at least 60 days prior to the expiration of the Initial Term or such Additional Term, shall give written notice (or earlier a "Non-Extension Notice") to Executive of its intention not to extend the Employment Period (as defined below) hereunder, provided that a Non- -------- Extension Notice shall not constitute a notice to Executive of the termination of Executive’s his employment hereunder) by Employer unless such notice specifically provides for such termination of employment and the specific date thereof. The period during which Executive is employed pursuant to this Amended Agreement, including any extension thereof in accordance with the preceding sentence, shall hereinafter be referred to as the “Term of Employment” or “Term"Employment Period".” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 3 contracts
Samples: Employment Agreement (Dynatech Corp), Employment Agreement (Dynatech Corp), Employment Agreement (Dynatech Corp)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2001; PROVIDED that on September 1, 2001 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, 2001, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2001 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 3 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The ’s initial term of employment with the Partnership under this Agreement will commence on shall be for the period from the Effective Date through the date of that is four (4) years from the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 Date (the “Initial TermTerm of Employment”). Thereafter, the Employment Period hereunder shall be automatically extended repetitively for an additional one (1) year period on each anniversary of the Effective Date, unless the Agreement Notice of Termination (pursuant to Section 7) is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that given by either the Company Partnership or Executive may elect not to extend the Term of Employment by giving written notice to the other party Party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term of Employment or any Renewal Term (one-year extension thereof, as applicable, that the Agreement will not be renewed for a successive one-year period after the end of the current one-year period. The Partnership and Executive shall each have the right to give Notice of Termination at will, with or earlier without cause, at any time subject, however, to the terms and conditions of this Agreement regarding the rights and duties of the Parties upon termination of Executive’s employment. The Initial Term of Employment and any one-year extension of employment hereunder) , shall hereinafter each be referred to herein as the a “Term of Employment” or “Term.” If The period from the Closing (Effective Date through the date of Executive’s termination of employment with the Partnership and all Affiliates, for whatever reason, shall be referred to herein as defined the “Employment Period.” Notwithstanding the above, Executive agrees to remain available beyond the Employment Period to provide assistance to the Partnership or its Affiliates in that certain Contribution the event the Partnership or its Affiliate become involved in litigation regarding matters of which Executive has relevant knowledge resulting from Executive’s employment with the Partnership. Such post-termination assistance shall be provided by Executive in the capacity of an independent contractor at an agreed-upon, reasonable consulting fee, and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as shall not be deemed to create or continue an employee-employer relationship or to represent a continuation of August 3, 2017) does not occur, any provision of this Agreement will automatically terminate and be of no force or effectAgreement.
Appears in 3 contracts
Samples: Employment Agreement (Alta Mesa Holdings, LP), Employment Agreement (Alta Mesa Holdings, LP), Employment Agreement (Alta Mesa Holdings, LP)
Term of Employment. (a) Subject Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on September 1, 2004 and ending August 31, 2006; provided that on September 1, 2006 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (i) the termination of Executive's employment hereunder, and (ii) the later of September 30, 2007 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the "Employment Term".
(b) If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company or Executive at will, with or without cause pursuant to Section 6(a), but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executiveincluding but not limited to, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in provisions of Section 2 hereof for the Term of Employment (as defined below6(b). The REIT and the Operating Partnership agree to Executive shall be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice entitled to the other party benefits provided in 6(b) if Executive's employment ends during the at least sixty (60) days prior will continuation period in a manner which would entitle Executive to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Termbenefits.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. (a) Subject Unless Executive's employment shall sooner terminate pursuant to the terms and conditions of this AgreementSection 7, REIT Operator hereby employs Executive, and Employer shall employ Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The a term of employment under this Agreement will commence commencing on the date of the Closing (as defined in that certain Contribution and Sale Agreement between consummation of the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) Acquisition (the “Effective "Commencement Date”") and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing ending on the last day third anniversary of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”)Commencement Date; provided, however, that either on each day following the Company first anniversary of the Commencement Date the period of Executive's employment pursuant to this Agreement shall be automatically extended, upon the same terms and conditions, for an additional day unless Employer or Executive may elect gives 60 days prior written notice (a "Non-Extension Notice") to the other of its or his intention not to extend the Term such period of Employment Executive's employment hereunder; provided, further, that delivery of a Non-Extension Notice by giving written notice Employer or Executive to the other party at least sixty (60) days prior to any shall not constitute a termination of Executive's employment by the Person delivering such anniversary date (a “Non-Renewal”)Extension Notice unless such notice specifically provides for such termination of employment in the manner described in Section 7 below and the specific date thereof. The period commencing on the Effective Commencement Date and ending at on the end earlier of (i) the Initial Term or effective date of any Renewal Term (or earlier termination of Executive’s 's employment hereunderpursuant to Section 7 and (ii) the later of (x) the third anniversary of the Commencement Date and (y) the second anniversary of the 60th day following receipt by Employer or Executive, as the case may be, of a Non-Extension Notice delivered pursuant to this Section 2(a) shall hereinafter be referred to herein as the “Term of Employment” or “Term"Employment Period".” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl), Employment Agreement (Jafra Worldwide Holdings Lux Sarl)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2002; PROVIDED that on September 1, 2002 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, 2002, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2002 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2005; provided that on September 1, 2005 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2005 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2004; provided that on September 1, 2004 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2004 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. (a) Subject to The Company hereby continues its employment of the Executive, and the Executive hereby accepts such ongoing employment with the Company, upon the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof this Agreement for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) period next described (the “Effective Employment Period”). Unless terminated earlier pursuant to Section 5, the Executive’s employment pursuant to this Agreement shall be for a term commencing on May 14, 2015 (the “Commencement Date”) and continue for an initial term through December 31, 2020 ending on the third anniversary of the Commencement Date (the “Initial Term”), unless the Agreement is . If not previously terminated sooner in accordance with Section 5 below. Commencing on this Agreement, the last day of Employment Period shall be extended for one additional twelve (12) month period immediately following the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a the “Renewal Term”); provided, however, that either unless the Company or the Executive may elect not to extend the Term of Employment by giving provides written notice to the other party contrary at least sixty (60) days prior before the last day of the Initial Term.
(b) If the parties have failed to any such anniversary date (extend this Agreement or enter into a “Non-Renewal”). The period commencing new agreement on or before the Effective Date and ending end of the Renewal Term, the Executive’s employment shall terminate at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred and, notwithstanding anything to as the “Term of Employment” or “Term.” If the Closing (as defined contrary in that certain Contribution and Sale Agreement between the REITSection 6(c), the Operating PartnershipCompany’s only obligation to Executive upon such termination will be to accelerate, BRG Managersubject to the conditions of Section 6(c)(v), LLC the vesting in any unvested portion of any equity awards granted prior to the end of the Renewal Term and to pay the other parties thereto, dated as of August 3, 2017) does not occur, amounts set forth in Section 6(a). Notwithstanding the foregoing or anything else contained in this Agreement will automatically terminate to the contrary, if Executive is employed on the last day of the Renewal Term, the Board shall determine the amount of any annual bonus to award Executive for the fiscal year in which the end of the Renewal Term occurs, based on the criteria set forth in Section 4(b) and be pro-rated for the portion of no force or effectthe fiscal year Executive remains employed. The Company shall pay any such bonus on the date on which the Company’s other employees receive bonuses, regardless of whether Executive is employed by the Company on that date.
Appears in 2 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending on May 31, 1999; provided that on May 31, 1998 and on each May 31 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such May 31, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of May 31, 1999 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Acreedo Health Inc), Employment Agreement (Acreedo Health Inc)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2004; provided that on September 1, 2004 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, 2004, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2004 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 2 contracts
Samples: Employment Agreement (Accredo Health Inc), Employment Agreement (Accredo Health Inc)
Term of Employment. (a) Subject Unless earlier terminated as hereinafter provided in this Agreement or renewed as provided in Section 2(b) below, the Employee's employment under this Agreement shall be for a period beginning on the date hereof (the "Start Date") and ending on March 31, 2000 (the "Renewal Date"; such period from the Start Date until the Renewal Date or, if the Employee's employment hereunder is earlier terminated or extended as provided herein, such shorter or longer period, as the case may be, being hereinafter called the "Employment Term").
(b) The Employment Term shall be extended automatically on the Renewal Date for one additional one-year period, unless the Company shall have provided written notice to the Employee, not less than one hundred and twenty (120) days prior to the Renewal Date, that the Employment Term will not be extended.
(c) In the event that the Employee continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, no hereafter shall have, any obligation to continue the Employee in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Employee and the Company in writing, the Employee's continued employment by the Company shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject The Employers hereby employ the Executive as Senior Vice President, Treasurer and Corporate Secretary and Executive hereby accepts said employment and agrees to render such services to the Employers on the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) . The term of employment under this Agreement will commence shall be for three years, commencing on the date of this Agreement and, subject to the Closing (as defined in that certain Contribution and Sale Agreement between requirements of the REITsucceeding sentence, the Operating Partnershipshall be deemed automatically, BRG Managerwithout further action, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing beginning on the last day following the date of the Initial Term this Agreement and on each subsequent anniversary day thereafter, to extend for a period of one day in addition to the then-remaining term, such date, that at any time the remaining term of this Agreement shall automatically be extended for successive one-year periods three years. Prior to the first annual anniversary of the date of this Agreement and each annual anniversary thereafter, the Board of Directors of the Employers shall consider and review (each such extensionwith appropriate corporate documentation thereof, a “Renewal Term”); providedand after taking into account all relevant factors, howeverincluding the Executive's performance hereunder) extension of the term under this Agreement, that and the term shall continue to extend in the manner set forth above unless either the Company Board of Directors does not approve such extension and provides written notice to the Executive of such event or the Executive may elect gives written notice to the Employers of the Executive's election not to extend the Term of Employment by giving term, in each case with such written notice to the other party at least sixty be given not less than thirty (6030) days prior to any such anniversary date date. References herein to the term of this Agreement shall refer both to the initial term and successive terms.
(a “Non-Renewal”). The period commencing on b) During the Effective Date and ending at the end term of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REITthis Agreement, the Operating Partnership, BRG Manager, LLC Executive shall perform such executive services for the Employers as may be consistent with his titles and from time to time assigned to him by the other parties thereto, dated as Employers' Board of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectDirectors.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions provisions of Section 6 of this Agreement, REIT Operator hereby employs Executive, the Company and Executive hereby accepts employment with REIT Operator, in agree that Executive shall be employed by the positions Company commencing on the later of (x) the date hereof and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(by) The term of employment under this Agreement will commence on the date of Executive’s choosing following the Closing (as defined in that certain Contribution consummation of the transactions contemplated by the Agreement and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties theretoPlan of Merger, dated as of August 3July 12, 20172011, by and among Kinetic Concepts, Inc., a Texas corporation, Chiron Holdings, Inc., a Delaware corporation, and Chiron Merger Sub, Inc., a Delaware corporation, with such commencement date expected to be by the middle of November, 2011, but in any event, not later than November 30, 2011 (the date that Executive commences employment with the Company as applicable, the “Commencement Date”) until the fourth anniversary of the Commencement Date (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Employment Term”); providedprovided that commencing with the fourth anniversary of the Commencement Date, howeverand on each anniversary thereof thereafter (each an “Extension Date”), that either the Employment Term shall be automatically extended for an additional one year period, unless the Company or Executive may elect not to extend the Term of Employment by giving written notice to provides the other party at least sixty hereto six (606) days months prior written notice before the next Extension Date that the Employment Term shall not be so extended. Unless this Agreement has been sooner terminated or extended, Executive and the Company shall begin discussions for the purposes of extension or nonrenewal of this Agreement no later than seven (7) months prior to any such anniversary date (a “Non-Renewal”)the next Extension Date. The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing parties are amenable to an extension of this Agreement, they shall use their best efforts to complete a new agreement by no later than six (as defined in that certain Contribution and Sale Agreement between 6) months prior to the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, next Extension Date. While this Agreement is in effect, Executive's employment with the Company shall be at-will automatically terminate and, as such, may be terminated by Executive or the Company at any time, for any reason and be of no force with or effectwithout advance notice (except as specifically provided herein), subject to the Company's obligations set forth herein.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs The Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The ’s term of employment with the Company under this Agreement will commence shall begin on the date of the Closing (hereof, and unless sooner terminated as defined in that certain Contribution and Sale Agreement between the REIThereafter provided, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and shall continue for an initial term through until December 31, 2020 (2005 provided that the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Employment Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”)periods; provided, however, provided further that the Agreement may be terminable by either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least upon sixty (60) days prior written notice of such party’s intention to any such anniversary date terminate (a “Non-Renewal”). The the initial term together with each successive one year period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Employment Term.” If ”). This Agreement is intended to supercede, replace and terminate, and upon execution hereof shall terminate in its entirety, the Closing (as defined in that certain Contribution and Sale Employment Agreement dated September 23, 2004 entered into between the REITCompany and the Executive, the Operating Partnership, BRG Manager, LLC and the other parties thereto, Employment Agreement dated as of August 3September 29, 20172000, and entered into by Interline Brands, Inc., f/k/a/Wilmar Industries, Inc. and the Executive, together with that Split Dollar Agreement dated April 1, 1996, Collateral Assignment for Split Dollar Plan dated April 1, 1996, Money Purchase Deferred Compensation Agreement dated April 1, 1996, Split Dollar Agreement dated April 20, 1997, Collateral Assignment for Split Dollar Plan dated April 20, 1997, and that Money Purchase Deferred Compensation Agreement dated April 20, 1997. The termination of the Executive’s employment at the end of the Employment Term on account of the Company giving notice to the Executive of its desire not to extend the Employment Term in accordance with the provisions of this Section 1 shall be treated for all purposes as a termination without Cause pursuant to Section 6(c), and the applicable provisions of Section 6(c) does shall apply to such termination. The termination of the Executive’s employment at the end of the Employment Term on account of the Executive giving notice to the Company of his/her desire not occurto extend the Employment Term in accordance with the provisions of this Section 1 shall be treated for all purposes as a voluntary termination pursuant to Section 6(d), this Agreement will automatically terminate and be the provisions of no force or effectSection 6(d) shall apply to such termination.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution Asset Purchase Agreement by and Sale Agreement between among the REIT, the Operating PartnershipCompany, BRG ManagerJCap Advisors, LLC and the other parties thereto, dated as of August 3December 16, 20172019) (the “Effective Date”) and continue for an initial term through December 31, 2020 the fourth anniversary of the Effective Date (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 4 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” Unless the parties otherwise agree in writing, any continuation of Executive’s employment with REIT Operator beyond the expiration of the Term of Employment shall constitute employment at will and shall not be deemed to extend any of the provisions of this Agreement; provided, however, that the provisions in Section 4(c) of this Agreement relating to the “Post-Term Period,” and Sections 5 through 28 of this Agreement shall survive.
(c) If the Closing (as defined in that certain Contribution Asset Purchase Agreement by and Sale Agreement between among the REIT, the Operating PartnershipCompany, BRG ManagerJCap Advisors, LLC and the other parties thereto, dated as of August 3December 16, 20172019) does not occuroccur within ninety (90) days after the date of the stockholder vote regarding the transactions contemplated by such agreement, this Agreement will automatically terminate and be of no force or effect. For the avoidance of doubt, no compensation or other benefits shall accrue to the Executive hereunder prior to the Effective Date.
Appears in 1 contract
Term of Employment. (a) A. Subject to the terms and conditions of this AgreementSection IV, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The ’s term of employment under this Agreement shall be four (4) years beginning on August 1, 2014 and ending August 1, 2018 (“Term of Employment”).
B. Company shall have the option to enter negotiations with Executive to renew this Agreement with Executive for an additional term. If Company wishes to exercise its option to enter negotiations with Executive to renew this Agreement, it will commence on give Executive written notice of its intent to enter such negotiations to renew not later than one hundred twenty (120) days prior to the date end of the Closing Term of Employment. Executive and Company agree then to negotiate with each other exclusively and in good faith until the end of the Term of Employment (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated or such earlier date as of August 3which agreement is reached). The Term of Employment may not, 2017) (however, be extended unless by mutual agreement of the “Effective Date”) Company and continue Executive as to all of the material terms and conditions of the extension. In the event the parties do not enter into an agreement to extend this Agreement for an initial term through December 31additional term, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extensionexpire and the Term of Employment shall end on August 1, a “Renewal Term”)2018; provided, however, that either if the Company or does not make a Qualifying Renewal Offer, Executive may elect not shall be eligible for a severance payment pursuant to extend the Term of Employment by giving written notice to the other party at least sixty Section IV(D)(2) herein in connection with his Separation from Service (60as defined below) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any of Employment (and assuming that he was willing and able to extend the Term). If Company has made a Qualifying Renewal Term (or earlier termination Offer, but Executive declines the offer and terminates employment at the end of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If , Executive will not be eligible for any severance pay from the Closing Company but will be eligible for a Noncompetition Payment (as defined by, and in that certain Contribution and Sale Agreement between the REITaccordance with, the Operating PartnershipSection VI (G), BRG Managerbelow). For these purposes, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, a Qualifying Renewal Offer is an offer to renew this Agreement will automatically terminate with a meaningful increase in base salary and be a bonus target that is at least the same level as in effect at the end of no force or effectthe Term of Employment, and with other material terms that are as favorable in the aggregate as the material terms of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Discovery Communications, Inc.)
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs The Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The 's term of employment with the Company under this Agreement will commence shall begin on the date of the Closing hereof, and unless sooner terminated as hereafter provided, shall continue for one (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 20171) year (the “Effective Date”) and continue for an initial term through December 31, 2020 ("Employment Term"); provided that the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Employment Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”)periods; provided, however, provided further that the Agreement may be terminable by either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least upon sixty (60) days prior written notice of such party's intention to terminate. This Agreement is intended to supercede, replace and terminate, and upon execution hereof shall terminate in its entirety, that Employment Agreement dated as of May 12, 2004, as amended November 10, 2004, entered into by the Company or any such anniversary date (a “Non-Renewal”)predecessor thereto and the Executive. The period commencing on termination of the Effective Date and ending Executive's employment at the end of the Initial Employment Term or any Renewal successive one year period thereafter on account of the Company giving notice to the Executive of its desire not to extend the Employment Term (or earlier in accordance with the provisions of this Section 1 shall be treated for all purposes as a termination without Cause pursuant to Section 7(c), and the provisions of Section 7(c) shall apply to such termination. The termination of the Executive’s 's employment hereunderat the end of the Employment Term or any successive one year period thereafter on account of the Executive giving notice to the Company of his desire not to extend the Employment Term in accordance with the provisions of this Section 1 shall be treated for all purposes as a voluntary termination pursuant to Section 7(d), and the provisions of Section 7(d) shall hereinafter be referred apply to as the “Term of Employment” or “Termsuch termination.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject to The Company hereby continues its employment of the Executive, and the Executive hereby accepts such ongoing employment with the Company, upon the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof this Agreement for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) period next described (the “Effective Employment Period”). Unless terminated earlier pursuant to Section 5, the Executive’s employment pursuant to this Agreement shall be for a term commencing on May 14, 2015 (the “Commencement Date”) and continue for an initial term through December 31, 2020 ending on the fourth anniversary of the Commencement Date (the “Initial Term”), unless the Agreement is . If not previously terminated sooner in accordance with Section 5 below. Commencing on this Agreement, the last day of Employment Period shall be extended for one additional twelve (12) month period immediately following the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a the “Renewal Term”); provided, however, that either unless the Company or the Executive may elect not to extend the Term of Employment by giving provides written notice to the other party contrary at least sixty (60) days prior before the last day of the Initial Term.
(b) If the parties have failed to any such anniversary date (extend this Agreement or enter into a “Non-Renewal”). The period commencing new agreement on or before the Effective Date and ending end of the Renewal Term, the Executive’s employment shall terminate at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred and, notwithstanding anything to as the “Term of Employment” or “Term.” If the Closing (as defined contrary in that certain Contribution and Sale Agreement between the REITSection 6(c), the Operating PartnershipCompany’s only obligation to Executive upon such termination will be to accelerate, BRG Managersubject to the conditions of Section 6(c)(v), LLC the vesting in any unvested portion of any equity awards granted prior to the end of the Renewal Term and to pay the other parties thereto, dated as of August 3, 2017) does not occur, amounts set forth in Section 6(a). Notwithstanding the foregoing or anything else contained in this Agreement will automatically terminate to the contrary, if Executive is employed on the last day of the Renewal Term, the Board shall determine the amount of any annual bonus to award Executive for the fiscal year in which the end of the Renewal Term occurs, based on the criteria set forth in Section 4(b) and be pro-rated for the portion of no force or effectthe fiscal year Executive remains employed. The Company shall pay any such bonus on the date on which the Company’s other employees receive bonuses, regardless of whether Executive is employed by the Company on that date.
Appears in 1 contract
Term of Employment. (a) Subject Unless Executive's employment shall sooner ------------------ terminate pursuant to the terms and conditions of this AgreementSection 7, REIT Operator hereby employs Executive, and Employer shall employ Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The a term of employment under this Agreement will commence commencing on the date of the Closing (as defined in that certain Contribution and Sale Agreement between consummation of the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) Acquisition (the “Effective "Commencement Date”") and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing ending on the last day third anniversary of the Initial Term and Commencement Date; provided, -------- however, that on each subsequent day following the first anniversary of such date, the term Commencement ------- Date the period of Executive's employment pursuant to this Agreement shall be automatically be extended extended, upon the same terms and conditions, for successive onean additional day unless Employer or Executive gives 60 days prior written notice (a "Non-year periods (each Extension Notice") to the other of its or his intention not to extend such extension, a “Renewal Term”)period of Executive's employment hereunder; provided, howeverfurther, that either the Company delivery of -------- ------- a Non-Extension Notice by Employer or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any shall not constitute a termination of Executive's employment by the Person delivering such anniversary date (a “Non-Renewal”)Extension Notice unless such notice specifically provides for such termination of employment in the manner described in Section 7 below and the specific date thereof. The period commencing on the Effective Commencement Date and ending at on the end earlier of (i) the effective date of any termination of - Executive's employment pursuant to Section 7 and (ii) the later of (x) the third -- - anniversary of the Initial Term Commencement Date and (y) the second anniversary of the 60th - day following receipt by Employer or any Renewal Term (or earlier termination Executive, as the case may be, of Executive’s employment hereundera Non-Extension Notice 2 delivered pursuant to this Section 2(a) shall hereinafter be referred to herein as the “Term of Employment” or “Term"Employment Period".” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Samples: Employment Agreement (Jafra Cosmetics International Sa De Cv)
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of Employee’s employment under this Agreement will commence on shall be for the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing beginning on the Effective Date and ending on the second anniversary of the Effective Date (the “Term”), unless extended by mutual, written agreement of the Parties. Notwithstanding the foregoing or any other provision of this Agreement, Employee’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 6. The period from the Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”
(b) If the Employment Period ends before the end of the Initial Term or any Renewal Term pursuant to Section 6, then the Parties shall execute a written agreement (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as such agreement, the “Cooperation Agreement”) that provides for Employee’s continued assistance with certain legal matters through the end of the Term. The Cooperation Agreement shall become effective on the last day of this Agreement’s Employment Period and shall terminate on the second anniversary of this Agreement’s Effective Date, unless extended by mutual, written agreement of the Parties. If after the end of the Term the Company desires Employee’s continued assistance, at that time the Parties shall negotiate in good faith a mutually agreeable arrangement for services.
(c) If Employee exercises Employee’s revocation right pursuant to Section 3 of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occurGeneral Release Agreement, this Agreement will automatically terminate and shall be of no force or effecteffect and shall be null and void ab initio. The Term of this Agreement shall end and no consideration shall be provided pursuant to Section 3 of this Agreement if the General Release Agreement is revoked by Employee in the foregoing manner.
Appears in 1 contract
Samples: Employment Agreement (Natural Resource Partners Lp)
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending on June 30, 2001; provided that on July 1, 2000 and on each July 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such July 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of July 1, 2001 or the expiration of all one-year extensions described int he preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereinafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject The Company hereby employs the Executive as the President and Chief Financial Officer of the Company, and the Executive hereby accepts said employment and agrees to render such services to the Company, on the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) . The term of employment under this Agreement will commence on shall be for a term of three years, commencing no later than November 1, 2004, unless such term is extended as provided in this Section 2 or ends sooner as provided in this Agreement. On the third annual anniversary of the date of the Closing (as defined in that certain Contribution first above written and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent annual anniversary of such datethereafter, the term of employment under this Agreement shall automatically be extended for successive an additional one-year periods (each such extensionyear, a “Renewal Term”); provided, however, that either unless the Executive or the Company or Executive may elect not to extend the Term of Employment by giving gives written notice to the other party at least of such party’s election not to extend the term, with such notice to be given not less than sixty (60) days prior to any such anniversary date (date. If any party gives timely notice that the term will not be extended, then such employment under this Agreement shall terminate at the conclusion of its remaining term. References herein to the term shall refer both to the initial term and successive terms. Any notice of nonrenewal by the Company shall be treated as a “Non-Renewal”). The period commencing on the Effective Date and ending at termination without Cause as of the end of the Initial Term then term.
(b) During the term of this Agreement, the Executive shall report to the Chief Executive Officer (the “CEO”) and perform executive services for the Company as reasonably prescribed by the CEO, consistent with his position or any Renewal Term positions and have the authority, duties and responsibilities commensurate with his position or positions. Among other duties, the Executive initially shall be responsible for managing (or earlier termination i) financial reporting, analysis, and controls, including compliance with financial reporting obligations for SEC/Xxxxxxxx-Xxxxx requirements, (ii) capital markets, hedging, and loan pricing activities, (iii) the portfolio of Executive’s employment hereundermortgage-related assets, (iv) shall hereinafter be referred to merger and acquisition efforts, (v) the Home Closer business; (vi) the Information Technology department; (vii) credit risk management; (viii) strategic planning;
(ix) treasury; (x) consumer lending compliance; and (xi) internal audits. For so long as the “Term of Employment” Executive manages these areas, all employees in these areas shall report to the Executive or “Termhis designee.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject to all necessary regulatory approvals, the terms and conditions of this Agreement, REIT Operator Bank hereby employs Executive, and Executive hereby accepts employment with REIT Operatorthe Bank, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment period (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement“Term”) commencing on December 7, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) 2023 (the “Effective Date”) and continue for an initial term through December May 31, 2020 2024, as the Interim Executive Vice President and Chief Financial Officer of the Bancorp and the Bank, subject however to prior termination as hereinafter provided. The Employment Start Date is December 11, 2023. Where used herein, “Term” shall refer to the entire period of the employment of Executive by Bank hereunder, whether for the period provided above, or whether terminated earlier as hereinafter provided, or renewed as provided in the next paragraph. The term hereof shall be automatically renewed for successive six (6) month periods (the “Initial Extended Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty is given and received not less than one (601) days month prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal of the intention of either party not to renew the same. The term for which Executive is employed hereunder (which includes the Initial Term (or earlier termination of Executive’s employment hereunderand, if renewed, the Extended Term) shall is hereinafter be referred to as the “Term of Employment” or “Term.” If Any time after sixty (60) days from the Closing (as defined Effective Date through May 31, 2024, and in that certain Contribution the Company’s complete and Sale Agreement between absolute discretion, upon the REITagreement of the Company’s Chief Executive Officer, the Operating PartnershipCompany may offer the Executive full-time employment as the Company’s Executive Vice President and Chief Financial Officer, BRG Manager, LLC whereupon a new employment agreement will be prepared and executed between Executive and the other parties theretoCompany, dated as of August 3, 2017) does not occur, and this Agreement employment agreement will automatically terminate and be of no force or effectthereupon terminate.
Appears in 1 contract
Samples: Employment Agreement (RBB Bancorp)
Term of Employment. (a) Subject The Employers hereby employ the Executive as Senior Vice President and Chief Lending Officer and Executive hereby accepts said employment and agrees to render such services to the Employers on the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) . The term of employment under this Agreement will commence shall be for three years, commencing on the date of this Agreement and, subject to the Closing (as defined in that certain Contribution and Sale Agreement between requirements of the REITsucceeding sentence, the Operating Partnershipshall be deemed automatically, BRG Managerwithout further action, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing beginning on the last day following the date of the Initial Term this Agreement and on each subsequent anniversary day thereafter, to extend for a period of one day in addition to the then-remaining term, such date, that at any time the remaining term of this Agreement shall automatically be extended for successive one-year periods three years. Prior to the first annual anniversary of the date of this Agreement and each annual anniversary thereafter, the Board of Directors of the Employers shall consider and review (each such extensionwith appropriate corporate documentation thereof, a “Renewal Term”); providedand after taking into account all relevant factors, howeverincluding the Executive's performance hereunder) extension of the term under this Agreement, that and the term shall continue to extend in the manner set forth above unless either the Company Board of Directors does not approve such extension and provides written notice to the Executive of such event or the Executive may elect gives written notice to the Employers of the Executive's election not to extend the Term of Employment by giving term, in each case with such written notice to the other party at least sixty be given not less than thirty (6030) days prior to any such anniversary date date. References herein to the term of this Agreement shall refer both to the initial term and successive terms.
(a “Non-Renewal”). The period commencing on b) During the Effective Date and ending at the end term of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REITthis Agreement, the Operating Partnership, BRG Manager, LLC Executive shall perform such executive services for the Employers as may be consistent with his titles and from time to time assigned to him by the other parties thereto, dated as Employers' Board of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectDirectors.
Appears in 1 contract
Term of Employment. (a) A. Subject to the terms and conditions of this AgreementSection IV, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The ’s term of employment under this Agreement will commence shall be four (4) years beginning on the date of the Closing (as defined in that certain Contribution March 1, 2016 and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31ending March 1, 2020 (the “Initial TermTerm of Employment”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day By agreement of the Initial Term and on each subsequent anniversary of such dateparties, effective March 1, 2020, the term of this Agreement employment is extended and shall automatically be extended for successive one-year periods end on March 1, 2023 (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date initial and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be renewal terms are referred to as the “Term of Employment” or “Term”).” ”
B. Company shall have the option to enter negotiations with Executive to renew this Agreement with Executive for an additional term. If Company wishes to exercise its option to enter negotiations with Executive to renew this Agreement, it will give Executive written notice of its intent to enter such negotiations to renew not later than one hundred fifty (150) days prior to the Closing EXECUTION COPY end of the Term of Employment. Executive and Company agree then to negotiate with each other exclusively and in good faith until seventy-five (75) days prior to the end of the Term of Employment, after which Executive shall be free to negotiate with third parties if an agreement with Company has not been reached. However, Executive shall continue to negotiate in good faith with Company and comply with the terms of this Agreement, including, but not limited to, his fiduciary and confidentiality obligations, notwithstanding Executive’s right to negotiate with third parties. The Term of Employment may not, however, be extended unless by mutual agreement of the Company and Executive as to all of the material terms and conditions of the extension. In the event the parties do not enter into an agreement to extend this Agreement for an additional term, this Agreement shall expire and the Term of Employment shall end on March 1, 2023; provided, however, that if the Company elects not to renew this Agreement, Executive shall be eligible for a severance payment pursuant to Section IV(D)(2) herein. If Company offers to renew this Agreement, but the parties are unable to agree on final terms, and Executive terminates employment at the end of the Term of Employment, Executive will be eligible for a Noncompetition Payment (as defined by, and in that certain Contribution accordance with, Sections VI(H) and Sale Agreement between the REITIV(D)(2), the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectbelow).
Appears in 1 contract
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending on May 31, 1999; provided that on May 31, 1998 and on each May 31 thereafter, the term of the Execu- tive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such May 31, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of May 31, 1999 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator The Company hereby employs Executive, and Executive hereby accepts employment with REIT Operatorthe Company, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for below, subject to the Term terms and conditions of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date Effective Date and: (i) will continue until the first anniversary of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 Date (the “Initial Term”); (ii) will be extended until the first December 31st that coincides with, unless or follows, the Agreement is terminated sooner second anniversary of any Change in accordance with Section 5 below. Commencing Control that occurs during the Term of Employment; and (iii) will be extended for an additional one year period (a “Renewal Term”) on the last day of the Initial Term or of any extension of the Term of Employment pursuant to clause (ii) or this clause (iii), and on each subsequent anniversary thereof, unless either Party provides written notice of such datenonrenewal to the other Party not less than 90 days prior to the latest of the last day: of the Initial Term, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend any extension of the Term of Employment by giving written notice pursuant to the other party at least sixty clause (60) days prior to any such anniversary date (a “Non-Renewal”ii). The period commencing on the Effective Date and ending at the end , or of the Initial Term or any Renewal Term (or earlier termination the Initial Term, together with each extension of Executive’s employment hereunderthe Term of Employment pursuant to clause (ii) shall hereinafter be referred to as and each Renewal Term, the “Term of Employment” or “Term.” If ”); provided that, if the Closing last day of the Term of Employment otherwise would occur during a Garden Leave (as defined in that certain Contribution and Sale Agreement between the REITbelow) period, the Operating PartnershipTerm of Employment will continue through the end of such Garden Leave. The Term of Employment may also be terminated in accordance with Section 5 below.
(c) As a condition of employment, BRG Managerthe Company must receive a completed background check with respect to Executive, LLC and which is satisfactory to the other parties theretoCompany, dated before the Effective Date. In addition, as a condition of employment, Executive must maintain her brokerage accounts at institutions that are approved by the Company (unless such institution is exempt from such requirement as determined by the Company). If, as of August 3the Effective Date, 2017Executive’s brokerage accounts do not meet the foregoing requirement, Executive shall have 30 days from the Effective Date to transfer her brokerage accounts to such approved institutions, unless waived by the Company’s Chief Executive Officer (the “CEO”). If any of the requirements of this subsection (c) does are not occurtimely met, the Company may terminate this Agreement will automatically terminate at its discretion, and Executive shall not be of no force entitled to any severance payments or effectbenefits or other compensation (other than any accrued payments and benefits described in Section 5(f) below) under this Agreement.
Appears in 1 contract
Term of Employment. (a) Subject The Employee’s employment pursuant to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will shall commence on the date Effective Date and shall terminate upon the earlier to occur of (i) termination pursuant to Section 4 hereof or (ii) the first anniversary of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that the term of the Employee’s employment hereunder shall be automatically extended without further action of either the Company or Executive may elect party for additional twelve month periods, unless written notice of either party’s intention not to extend the Term of Employment by giving written notice has been given to the other party hereto at least sixty (60) 60 days prior to any such anniversary date (the expiration of the then effective term. Notwithstanding anything in this Employment Agreement to the contrary, if a “Non-RenewalChange of Control” (as defined in Section 4(f) hereof) occurs during term of the Employee’s employment hereunder, the Employee’s employment under this Employment Agreement shall be extended for 24 months following the consummation of the Change of Control and shall terminate upon the earlier of the (x) second anniversary of the consummation of the Change of Control and (y) termination of the Employee’s employment under this Employment Agreement (the “Extended Term”). The period commencing on from the Effective Date and ending at until the end termination of the Initial Term or any Renewal Term (or earlier termination of ExecutiveEmployee’s employment hereunder) shall hereinafter be , including, if applicable, the Extended Term, is referred to as the “Term Employment Term” (provided that solely for purposes of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REITSection 4(c) hereof, the Operating PartnershipEmployment Term shall be deemed to end on the date on which the term of the Employee’s employment hereunder was extended, BRG Managerincluding, LLC and if applicable, the other parties theretoExtended Term, dated as without regard to his termination of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectemployment).
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The Employee’s initial term of employment with the Company under this Agreement will commence on shall be for the date of period from the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term Date through December 31, 2020 2010 (the “Initial TermTerm of Employment”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such dateThereafter, the term of this Agreement Employment Period hereunder shall be automatically be extended repetitively for successive an additional one (1) year period on January 1, 2011, and each one-year periods anniversary thereof, unless Notice of Termination (each such extension, a “Renewal Term”); provided, however, that pursuant to Section 7) is given by either the Company or Executive may elect not to extend the Term of Employment by giving written notice Employee to the other party Party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term of Employment or any Renewal Term (one-year extension thereof, as applicable, that the Agreement will not be renewed for a successive one-year period after the end of the current one-year period. The Company and Employee shall each have the right to give Notice of Termination at will, with or earlier without cause, at any time subject, however, to the terms and conditions of this Agreement regarding the rights and duties of the Parties upon termination of Executive’s employment. The Initial Term of Employment, and any one-year extension of employment hereunder) , shall hereinafter each be referred to herein as the a “Term of Employment” or “Term.” If The period from the Closing (Effective Date through the date of Employee’s termination of employment with the Company and all Affiliates, for whatever reason, shall be referred to herein as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect“Employment Period.”
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution Asset Purchase Agreement by and Sale Agreement between among the REIT, the Operating PartnershipCompany, BRG ManagerJCap Advisors, LLC and the other parties thereto, dated as of August 3December 16, 20172019) (the “Effective Date”) and continue for an initial term through December 31, 2020 the third anniversary of the Effective Date (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 4 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution Asset Purchase Agreement by and Sale Agreement between among the REIT, the Operating PartnershipCompany, BRG ManagerJCap Advisors, LLC and the other parties thereto, dated as of August 3December 16, 20172019) does not occuroccur within ninety (90) days after the date of the stockholder vote regarding the transactions contemplated by such agreement, this Agreement will automatically terminate and be of no force or effect. For the avoidance of doubt, no payments or other benefits shall accrue to the Executive hereunder prior to the Effective Date.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions provisions of Section 5 of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts commenced employment with REIT Operatorthe Company and/or one or more of its subsidiaries on June 15, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) 2021 (the “Effective Commencement Date”) and shall continue for an initial term through December 31, 2020 to be employed by the Company and/or one or more of its subsidiaries ending on the third anniversary of the Commencement Date (the “Initial Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, the Employment Term shall be automatically extended for an additional one-year period commencing with the third anniversary of the Commencement Date and, thereafter, on each such successive anniversary of the Commencement Date thereafter (each an “Extension Date”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to provides the other party hereto at least sixty (60) 90 days prior to any such anniversary date written notice before the next Extension Date that the Employment Term shall not be so extended (a “Non-Renewal”). The period commencing on Executive’s termination of employment upon expiration of the Effective Date and ending Employment Term due to the Company’s notice of Non-Renewal will be treated as a termination by the Company without Cause for purposes of Section 5 of this Agreement. Executive shall be employed at the end Company’s headquarters in Provo, Utah, subject to any restrictions related to Covid-19 that the Company may implement from time to time, although Executive understands and agrees that he may be reasonably required to travel from time to time for business reasons in the course of the Initial Term or any Renewal Term (or earlier termination performance of Executive’s employment his duties and responsibilities hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject The Employer hereby employs the Executive as First Vice President and Xxxxxxx City President, and the Executive hereby accepts said employment and agrees to render such services to the Employer on the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) . The term of employment under this Agreement will commence shall be a period of three years commencing as of the Effective Date subject to earlier termination or extension as provided herein. On each day during the Employment Period, the Employment Period shall automatically be extended for one additional day, unless either the Employer or the Executive elects not to extend the Agreement further by giving written notice thereof to the other party, in which case the Employment Period shall end on the date third anniversary of the Closing (as defined in date on which such written notice is given, provided that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through no daily extensions shall be made subsequent to December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below2008. Commencing on the last day of the Initial Term and on each subsequent anniversary of such dateAs a result, the term of this Agreement shall automatically not be extended beyond December 31, 2011. Upon termination of the Executive’s employment with the Employer for successive one-year periods any reason whatsoever, any daily extensions provided pursuant to this Section 2(a), if not theretofore discontinued, shall automatically cease. The Board of Directors of the Employer shall review on a periodic basis (each and no less frequently than annually) whether to permit further extensions of the term of this Agreement. As part of such extensionreview, a “Renewal Term”); providedthe Board of Directors shall consider all relevant factors, howeverincluding the Executive’s performance hereunder, that and shall either expressly approve further extensions of the Company time of this Agreement or Executive may elect not decide to extend the Term of Employment by giving written provide notice to the other party at least sixty contrary.
(60b) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on During the Effective Date and ending at the end term of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REITthis Agreement, the Operating Partnership, BRG Manager, LLC Executive shall perform such executive services for the Employer as may be consistent with his titles and from time to time assigned to him by the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effectEmployer’s President.
Appears in 1 contract
Term of Employment. Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on the date hereof and ending August 31, 2004; provided that on September 1, 2004 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, , the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (ai) Subject the termination of Executive's employment hereunder, and (ii) the later of August 31, 2004 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject In the first sentence of Paragraph 1(a), the Expiration Date is changed to March 31, 2016. The remainder of the Paragraph is deleted and replaced with the following: “The Employer shall have the option to extend the Term by up to one year by notifying you in writing of its intent to do so by no later than July 1, 2015, subject to the terms and conditions outlined in subsections (i)-(ii) below (“Extension Option”). In addition, the Extension Option may only become effective if the following condition precedent is met (unless provided for otherwise in subsections (i)-(ii) below): the gross cumulative equity value of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, the 2013 Equity Awards (provided for in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment Paragraph 2(f) below) exceeds $4.2 million (as defined below). The REIT and determined by the Operating Partnership agree to be jointly and severally liable for all obligations of realized value plus any unrealized value using the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated 30-day average ATVI stock prices as of August 3March 31, 20172016) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “Non-RenewalExtension Condition”). The period commencing on In the Effective Date and ending at event that the end Employee’s employment continues pursuant to the exercise of the Initial Extension Option or pursuant to other contractual arrangements, the final date of any such extended Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter thereafter be referred to as the “Expiration Date” for purposes of this Agreement and the Term shall end on such date (or such earlier date on which your employment is terminated). Except as set forth in Section 11(s), upon the Expiration Date (or such earlier date on which your employment is terminated) all obligations and rights under this Agreement shall immediately lapse.
(i) By July 2, 2015, Employee will notify Employer as to whether or not he will agree to the exercise of Employment” or the Extension Option even if the Extension Condition is not met (the “TermContract Extension”). In the event that Employee is willing to accept the Contract Extension, then both parties agree that the exercise of the Extension Option will be effective and will no longer be subject to the Extension Condition. Both parties acknowledge and agree that Paragraph 8(c) remains effective in this event.”
(ii) In the event that Employee is not willing to accept the Contract Extension, then the parties may enter into negotiations for a new employment agreement and such negotiations must be concluded by September 30, 2015. During the contract negotiations, both parties acknowledge and agree that Paragraph 8(c) remains effective in this event, subject to the subsections below.
i. If the Closing parties agree to a new employment agreement prior to September 30, 2015, and the Extension Condition is satisfied, then the new employment agreement will not go into effect and instead the exercise of the Extension Option will become effective. Both parties agree that beginning six (6) months prior to the Expiration Date (as defined in that certain Contribution and Sale Agreement between established via the REITexercise of the Extension Option), the Operating PartnershipEmployee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, BRG Managerpursuant to Paragraph 8(c) in this event.
ii. If the parties agree to a new employment agreement prior to September 30, LLC 2015 and the other Extension Condition is not satisfied, then the new employment agreement will go into effect. Both parties theretoagree that beginning six (6) months prior to the Expiration Date (as established via the new employment agreement) the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, dated pursuant to Paragraph 8(c) in this event.
iii. If the parties do not agree to a new employment agreement prior to the September 30, 2015, beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event. Moreover, if the Extension Condition is satisfied, then the parties agree that the exercise of the Extension Option will only become effective at Employer’s discretion. Employer will notify Employee of such decision in writing on March 31, 2016, once it is determined whether the Extension Condition is satisfied.
1. Should Employer opt to enforce the exercise of the Extension Option, then the parties agree that it will take effect immediately.
2. Should Employer opt not to enforce the exercise of the Extension Option, then the Employment Agreement will expire on the Expiration Date and Employee’s employment will become at-will, unless the parties agree otherwise in writing.
iv. If the parties do not agree to a new employment agreement prior to the September 30, 2015, and the Extension Condition is not satisfied, then the Employment Agreement will expire on the Expiration Date and Employee’s employment will become at-will, unless the parties agree otherwise in writing. In addition, both parties agree that, effective October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.
(iii) For clarity, the parties acknowledge and agree that in the event that Employer does not exercise the Extension Option by July 1, 2015, then Employer must either:
i. Notify Employee by September 30, 2015, that Employer intends to terminate Employee’s employment as of August 3the Expiration Date. In addition, 2017both parties recognize that beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event; or;
ii. Notify Employee by September 30, 2015, that (x) Employer does not occurintend to terminate his employment as of the Expiration Date and (y) Employer may enter into negotiations for a new employment agreement with Employee thereafter. In addition, both parties recognize that beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this Agreement will automatically terminate event. Should contract negotiations fail to produce a new employment agreement prior to the Expiration Date, nothing in this provision precludes the Employer and be of no force or effectEmployee from continuing the employment relationship thereafter at will.
(iv) Notwithstanding the above, and for clarity, the parties agree that at any point in time the parties may enter into negotiations for a new employment agreement with each other at any time.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator a. The Company hereby employs Executive, and Executive hereby accepts employment with REIT Operatorthe Company, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for below, subject to the Term terms and conditions of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) b. The term of employment under this Agreement will commence on the date Effective Date and: (i) will continue until the first anniversary of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 Date (the “Initial Term”); (ii) will be extended until the first December 31st that coincides with, unless or follows, the Agreement is terminated sooner second anniversary of any Change in accordance with Section 5 below. Commencing Control that occurs during the Term of Employment; and (iii) will be extended for an additional one year period (a “Renewal Term”) on the last day of the Initial Term or of any extension of the Term of Employment pursuant to clause (ii) or this clause (iii), and on each subsequent anniversary thereof, unless either Party provides written notice of such datenonrenewal to the other Party not less than 90 days prior to the latest of the last day: of the Initial Term, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend any extension of the Term of Employment by giving written notice pursuant to the other party at least sixty clause (60) days prior to any such anniversary date (a “Non-Renewal”ii). The period commencing on the Effective Date and ending at the end , or of the Initial Term or any Renewal Term (or earlier termination the Initial Term, together with each extension of Executive’s employment hereunderthe Term of Employment pursuant to clause (ii) shall hereinafter be referred to as and each Renewal Term, the “Term of Employment” or “Term.” If ”); provided that, if the Closing last day of the Term of Employment otherwise would occur during a Garden Leave (as defined in that certain Contribution and Sale Agreement between the REITbelow) period, the Operating PartnershipTerm of Employment will continue through the end of such Garden Leave. The Term of Employment may also be terminated in accordance with Section 5 below.
c. As a condition of employment, BRG ManagerExecutive must maintain his license to be an active Certified Public Accountant in good standing and must maintain his brokerage accounts at institutions that are approved by the Company (unless such institution is exempt from such requirement as determined by the Company’s principal legal officer or general counsel). If any of the requirements of this subsection (c) are not met, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, Company may terminate this Agreement will automatically terminate at its discretion, and Executive shall not be entitled to any severance payments or benefits or other compensation (other than salary earned through the date of no force or effecttermination) under this Agreement.
Appears in 1 contract
Term of Employment. (a) Subject Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall initially be for a period beginning on September 1, 2004 and ending August 31, 2006; provided that on September 1, 2006 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (i) the termination of Executive's employment hereunder, and (ii) the later of September 30, 2007 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the "Employment Term".
(b) If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company or Executive at will, with or without cause pursuant to Section 6(a) , but shall in all other respects be subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executiveincluding but not limited to, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in provisions of Section 2 hereof for the Term of Employment (as defined below6(b). The REIT and the Operating Partnership agree to Executive shall be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “Effective Date”) and continue for an initial term through December 31, 2020 (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice entitled to the other party benefits provided in 6(b) if Executive's employment ends during the at least sixty (60) days prior will continuation period in a manner which would entitle Executive to any such anniversary date (a “Non-Renewal”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Termbenefits.” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.
Appears in 1 contract
Term of Employment. (a) Subject to the terms and conditions of this Agreement, REIT Operator the Company hereby employs Executive, and Executive hereby accepts employment with REIT Operatorthe Company, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.
(b) The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Purchase Agreement between (the “Contribution Agreement”) by and among the REIT, the Operating PartnershipCompany and Steadfast REIT Investments, BRG Manager, LLC and the other parties theretoLLC, dated as of August 331, 20172020) (the “Effective DateClosing”) and continue for an initial term through December 31, 2020 the third anniversary of the Closing (the “Initial Term”), unless the Agreement is terminated sooner in accordance with Section 5 4 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “Renewal Term”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) 180 days prior to any such anniversary date (a “Non-Renewal”)date. The period commencing on the Effective Date Closing and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “Term of Employment” or “Term.” Notwithstanding the foregoing, if a Change in Control occurs during the Term of Employment, unless the Agreement is terminated sooner in accordance with Section 4 below, the Term of Employment shall not end before the end of the last day of the Change in Control Period. If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect. For the avoidance of doubt, no payments or other benefits shall accrue to Executive hereunder prior to the Closing.
Appears in 1 contract
Samples: Employment Agreement (Steadfast Apartment REIT, Inc.)