Common use of TERMINATING EVENT BY NOTEHOLDERS Clause in Contracts

TERMINATING EVENT BY NOTEHOLDERS. In the course of restructuring Royal Oak, in the event that one or more holders or former holders of Royal Oak's Secured 12.75% Senior Subordinated Notes due 2006 (the "Noteholders") or any associate or affiliate thereof and/or any person or persons acting jointly or in concert with any one or more of the Noteholders or the associates or affiliates of any one or more of the Noteholders, whether directly or indirectly: i. acquire(s) beneficial ownership or control and direction over the securities of Royal Oak which represent or which are convertible or exchangeable into securities of Royal Oak which represent or would, upon conversion or exchange, represent 50% or more of the total number of votes attached to Royal Oak's then outstanding securities entitled to be voted on the election of directors of Royal Oak; ii. acquire(s) or otherwise hold(s) the right to elect, appoint or nominate for election as, directors of Royal Oak, such number of persons as is equal to or greater than 30% of the number of directors of Royal Oak holding office as directors of Royal Oak immediately prior to such right being acquired or held; or iii. cause the dismissal (including without limitation, constructive dismissal) of Xxxxxxxx X. Xxxxx as Chairman or the Board of Directors of Royal Oak, (Clauses i., ii. and iii. above are hereinafter referred to individually or collectively as a "Terminating Event") the Employee shall have the option, exercisable within 30 days of the Terminating Event, of terminating this Agreement and his employment hereunder, immediately on delivery to Arctic and Royal Oak of a notice in writing (the "Terminating Notice"). If the Employee so terminates this Agreement pursuant to this subparagraph (b.1): (A) Arctic shall pay the Employee, within 10 days of delivery to it of the Termination Notice, an amount equal to the sum of 24 months base salary. (B) Arctic shall pay the Employee, within 10 days of delivery to it of the Termination Notice, an amount equal to any bonus earned by the Employee, but not paid. (C) Arctic shall permit the Employee to continue to participate for 18 months in Arctic's fringe benefits as set out in subparagraph 5(b) herein (the "Fringe Benefits") under its then existing plans for an 18 month period following the Terminating Notice followed by payment to the Employee of a lump sum equal to Arctic's cost of maintaining the Employee on the Fringe Benefits under its then existing plans for a six month period. In the event that any or all Fringe Benefits carriers do not permit the Employee and/or his family to participate in any Fringe Benefit following his termination from Arctic, Arctic hereby covenants and agrees to obtain an equivalent Fringe Benefit plan at substantially the same cost for the Employee and his family, in which event Arctic's obligations for payment as set out above will continue to the same extent as if the Employee continued to participate in Arctic's Fringe Benefits. (D) Arctic and Royal Oak shall provide the Employee with the right to immediately exercise all approved outstanding options, subject to confirmation of Exchange approval as specified in each Stock Option Agreement."

TERMINATING EVENT BY NOTEHOLDERS. In the course of restructuring Royal Oak, in the event that one or more holders or former holders of Royal Oak's Secured 12.75% Senior Subordinated Notes due 2006 (the "Noteholders") or any associate or affiliate thereof and/or any person or persons acting jointly or in concert with any one or more of the Noteholders or the associates or affiliates of any one or more of the Noteholders, whether directly or indirectly: i. acquire(s) beneficial ownership or control and direction over the securities of Royal Oak which represent or which are convertible or exchangeable into securities of Royal Oak which represent or would, upon conversion or exchange, represent 50% or more of the total number of votes attached to Royal Oak's then outstanding securities entitled to be voted on the election of directors of Royal Oak; ii. acquire(s) or otherwise hold(s) the right to elect, appoint or nominate for election as, directors of Royal Oak, such number of persons as is equal to or greater than 30% of the number of directors of Royal Oak holding office as directors of Royal Oak immediately prior to such right being acquired or held; or iii. cause the dismissal (including without limitation, constructive dismissal) of Xxxxxxxx X. Xxxxx as Chairman or the Board of Directors of Royal Oak, (Clauses i., ii. and iii. above are hereinafter referred to individually or collectively as a "Terminating Event") the Employee's employment with Arctic or any successor corporation shall be hereby guaranteed to age 62 in such senior management or consulting capacity as may be determined by Arctic or its successor corporation at a salary and bonus equal to the salary and bonus received by the Employee with respect to the last completed fiscal year of Arctic, and benefits (on a fully vested basis) comparable to those accorded the Employee prior to the Terminating Event. Should the Employee elect to pursue such guaranteed employment to age 62, he hereby agrees to fully and capably perform all duties assigned to him by Arctic or its successor corporation and waives any subsequent right to claim for constructive dismissal during the course of such employment and compensation on termination after age 62 beyond the minimum required by law. Conversely, the Employee shall have the option, exercisable within 30 days of the Terminating Event, of terminating this Agreement and his employment hereunder, immediately on delivery to Arctic and Royal Oak of a notice in writing (the "Terminating Notice"). If the Employee so terminates this Agreement pursuant to this subparagraph (b.1):), the Employee shall be entitled to the following: (A) Arctic The Employee shall pay the Employee, be paid within 10 ten days of delivery to it receipt by Arctic of the Termination Terminating Notice, (I) an amount equal to two times the sum aggregate of 24 months base the Employee's then current annual salary., and (II) a bonus to be calculated as the average bonus paid by Arctic to the Employee in the three full fiscal periods preceding the Terminating Notice, (B) At the Employee's option as set out in the Terminating Notice, Arctic shall either: (I) pay the Employee, Employee within 10 ten days of delivery to it receipt by Arctic of the Termination Notice, an amount Terminating Notice a lump sum payment equal to any bonus earned by the Employee, but not paid. (C) then present cost to Arctic shall permit the Employee to continue to participate for 18 months in Arctic's of all fringe benefits as set out in subparagraph 5(bsubsection 5(a) herein of the Employment Agreement (the "Fringe Benefits") under its then existing plans for an 18 month which would have accrued to the benefit of the Employee during the period of 24 months immediately following receipt of the Terminating Notice followed by payment to Arctic; or (II) the Employee shall be entitled to continue to participate, for the life of a lump sum equal to the Employee, in Arctic's cost of maintaining Fringe Benefits in place for the Employee on and his family at the time of receipt by Arctic of the Terminating Notice. In the event that the Employee chooses to continue to participate in the Fringe Benefits, Arctic shall pay the premiums relating thereto for a period of 24 months following its receipt of the Termination Notice such that there will be no discontinuation of benefits thereunder. The Employee covenants and agrees to continue paying the Fringe Benefit premiums from the 25th month forward. The Employee may, in his sole discretion, elect to cancel any or all of the Fringe Benefits under its then existing plans for a six month periodthe Employee, his family, or any one or more of them on written notice to Arctic. In the event that any or all Fringe Benefits carriers do not permit the Employee and/or his family to participate in any Fringe Benefit following his termination from Arctic, Arctic hereby covenants and agrees to obtain an equivalent Fringe Benefit plan at substantially the same cost for the Employee and his family, in which event Arctic's obligations for payment as set out above will continue to the same extent as if the Employee continued to participate in Arctic's Fringe Benefits., and (DC) Arctic and Royal Oak shall provide the Employee with the right to immediately exercise all approved outstanding options, subject to confirmation of Exchange approval as specified in each Stock Option Agreement."