Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary. (c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder. (d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 4 contracts
Samples: Employment Agreement (Metropolitan Health Networks Inc), Employment Agreement (Metropolitan Health Networks Inc), Employment Agreement (Metropolitan Health Networks Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days by written notice not less than 60 days prior to the Companytermination date, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.65.6 hereof) by the Executive without Good ReasonReason (as defined below), the Company shall shall:
(i) pay to the Executive any unpaid and accrued Base Salary through the effective date of termination of the Term of Employment specified in such notice; and
(ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date on which the Term of Employment terminates. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.14.1 hereof). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.65.6 hereof) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue to provide or compensate for all benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.5(c) shall be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the termination date. Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.mean:
Appears in 3 contracts
Samples: Employment Agreement (Loop Media, Inc.), Employment Agreement (Loop Media, Inc.), Employment Agreement (Loop Media, Inc.)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, right to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company. If, however, the Executive terminates his employment pursuant to this subsection 5.5b prior to the first anniversary of the Commencement Date, then, in addition to the amounts specified in the preceding paragraph, the Company shall (x) pay to the Executive the greater of (A) an amount equal to one half (1/2) times the Executive's Base Salary and Target Bonus (as defined in the Incentive Plan) for the year in which the termination of employment occurs, or (B) the severance benefit as set forth and calculated under the employment laws of Mexico as in effect as of the Commencement Date, and (y) reimburse the Executive for reasonable moving and related expenses incurred as a result of the Executive's relocation back to his home country. In addition, the Executive shall have one year from the date of termination under this subsection 5.5b within which to exercise the portion of his Stock Options that was vested as of the date of termination. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (2) payment of compensation for unused vacation days including both the Company's sole option, upon receipt of notice vacation days that have accumulated during the year in which such termination occurs and the unused carryover vacation days from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarypreceding year).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days including both the vacation days that have accumulated during the year in which such termination occurs and the unused carryover vacation days from the immediately preceding year).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any material failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a material reduction in the Executive's Base Salary, Target Bonuses, as defined under the Incentive Plan, or benefits as in effect from time to time; and (iv) the Company's requiring the Executive without his written consent to be based at any office or location outside beyond two hundred (200) miles of the area for which Executive was originally hired to work location described in Section 1.3 hereof, except for travel reasonably required in the performance of the Executive's responsibilitiesresponsibilities and relocation to any of Panamco's operations. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Panamerican Beverages Inc), Employment Agreement (Panamerican Beverages Inc)
Termination by Executive. In the event that Executive terminates his employment for Good Reason (a) The as defined below), Executive shall at all times have the right, upon sixty (60) days written notice be entitled to the Companytermination benefits described in Section 4(f)(i). In the event that Executive terminates his employment Without Good Reason (as defined below), no termination benefits shall be payable to terminate the Term or in respect of Employment.
(b) Upon Executive except as provided in Section 4(f)(ii). A termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) employment by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean a termination by Executive of his employment with SSL following the occurrence, without Executive’s consent, of any of the following events: (i) the assignment to the Executive of any duties or responsibilities inconsistent a material reduction in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, ’s authority, duties or responsiresponsibilities, (ii) a requirement that Executive report to anyone other than the Board, (iii) a material reduction in Executive’s total compensation, unless such reduction is part of a reduction applicable to a broad class of management employees, (iv) any other material breach of this Agreement by SSL or (v) relocation of Executive’s principal work location to more than twenty-bilitiesfive (25) miles from Executive’s current principal work location, excluding provided that (x) within sixty (60) days following the occurrence of any of the events set forth herein, Executive shall have delivered written notice to SSL of his intention to terminate his employment for this purpose an isolatedGood Reason, insubstantial which notice specifies in reasonable detail the circumstances claimed to give rise to Executive’s right to terminate his employment for Good Reason, and inadvertent action SSL shall not taken in bad faith and which is remedied by have cured such circumstances to the Company reasonable satisfaction of Executive within fifteen thirty (1530) days after receipt of such notice thereof given by and (y) Executive delivers a Notice of Termination to SSL in accordance with Section 4(e) within thirty (30) days following SSL’s failure to cure such circumstances within the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilitiestime period specified above. For purposes of this Section 5.5(d), any good faith determina-tion of A termination “Without Good Reason” made shall mean a termination of Executive’s employment by Executive during the Board shall be conclusiveTerm specified in Section 1 hereof other than a termination of Executive’s employment by Executive for Good Reason in accordance with the foregoing procedures.
Appears in 2 contracts
Samples: Employment Agreement (SunEdison Semiconductor LTD), Employment Agreement (SunEdison Semiconductor Pte. Ltd.)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1)hereunder. At the Company's ’s sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of EmploymentEmployment prior to the end of the sixty-day notice period, in which case, in addition to the covenants set forth above, the Company shall continue to pay the Executive sixty (60) days Base Salary for the balance of Base Salarythe notice period.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause, subject to the terms and conditions of Sections 5.2 above and 5.11 below. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any significant duties or responsibilities that are inconsistent in any respect with the Executive's ’s position (or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement), or any other action by the Company Company, in each case, which results in a substantial and compelling material diminution in such the Executive’s position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 above or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executiveabove; (iii) a material breach by the Company of its obligations to the Executive under this Agreement; or (iv) the Company's ’s requiring the Executive to be based at any office or location more than 30 miles outside of the area for which Executive was originally hired to work except for travel reasonably required where such change in work location does not represent a material change in the performance of geographic location at which Executive is required to provide services. Notwithstanding the foregoing, Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of ’s termination shall not constitute a termination for “Good Reason” made by as a result of any event in above unless (1) Executive first provides the Board Company with written notice thereof within ninety (90) days after the occurrence of such event, (2) to the extent correctable, Company fails to cure the circumstance or event so identified within thirty (30) days after receipt of such notice, and (3) the effective date of Executive’s termination for Good Reason occurs no later than thirty (30) days after the expiration of Company’s cure period. Nothing in this Section 5.5 shall be conclusivelimit the Company’s right to contest any assertion that Executive may make with respect to any such change. Notwithstanding the foregoing, during the Term of Employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension.
Appears in 2 contracts
Samples: Employment Agreement (NV5 Global, Inc.), Employment Agreement (NV5 Global, Inc.)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1)hereunder. At the Company's ’s sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of EmploymentEmployment prior to the end of the sixty-day notice period, in which case, in addition to the covenants set forth above, the Company shall continue to pay the Executive sixty (60) days Base Salary for the balance of the notice period. For all purposes under this Agreement, the failure by Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant to this Section 5.5, except that the Executive shall not be entitled to any Base SalarySalary in excess of that which is due through the last day of Executive’s employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any significant duties or responsibilities which are inconsistent in any respect with the Executive's ’s position (or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement), or any other action by the Company Company, in each case, which results in a substantial and compelling material diminution in such the Executive’s position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a material breach by the Company of its obligations to the Executive under this Agreement; or (iv) the Company's ’s requiring the Executive to be based at any office or location more than 30 miles outside of the area for which Executive was originally hired to work except for travel reasonably required where such change in work location does not represent a material change in the performance of geographic location at which Executive is required to provide services. Notwithstanding the foregoing, Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of ’s termination shall not constitute a termination for “Good Reason” made by as a result of any event in above unless (1) Executive first provides the Board Company with written notice thereof within ninety (90) days after the occurrence of such event, (2) to the extent correctable, Company fails to cure the circumstance or event so identified within thirty (30) days after receipt of such notice, and (3) the effective date of Executive’s termination for Good Reason occurs no later than thirty (30) days after the expiration of Company’s cure period. Nothing in this Section 5.5 shall be conclusivelimit the Company’s right to contest any assertion that Executive may make with respect to any such change.
Appears in 2 contracts
Samples: Employment Agreement (NV5 Global, Inc.), Employment Agreement (NV5 Global, Inc.)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's ’s sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's ’s position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's ’s requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's ’s responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “Good Reason” made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of EmploymentExecutive's employment hereunder.
(b) b. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.
(c) c. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location more than fifty (50) miles outside of the area for which Executive was originally hired to work City limits of Rockville, Maryland, except for travel reasonably required in the performance of the Executive's responsibilities. For purposes ; (iv) any purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive's disability pursuant to Section 5.2 of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by Agreement prior to the Board shall be conclusiveExpiration Date.
Appears in 2 contracts
Samples: Employment Agreement (Sherwood Brands Inc), Employment Agreement (Sherwood Brands Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary. For all purposes under this Agreement, the failure by Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant to this Section 5.5, except that the Executive shall not be entitled to any Base Salary in excess of that which is due through the last day of Executive's employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination by Executive. (a) 5.5.1. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) 5.5.2. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive any accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) 5.5.3. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control (as hereinafter defined), and as a result of the Change in Control, the Executive would be entitled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company, (other than those provided under this Agreement) in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the Company shall provide the Executive with those Additional Benefits, if and only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "CODE"). Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) 5.5.4. For purposes of this Agreement, “Good Reason” "GOOD REASON" shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within 150 miles of the area for which Executive was originally hired to work executive's home city except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment other than for Cause pursuant to Section 5.1, or because of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the termination by the Company of ________________; or (vi) the occurrence of a Change in Control. For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith determina-tion determination of “Good Reason” Reason made by the Board Executive shall be conclusive; provided that the Executive shall not exercise his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Company of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 2 contracts
Samples: Employment Agreement (Egpi Firecreek, Inc.), Employment Agreement (Egpi Firecreek, Inc.)
Termination by Executive. (a) 12.2.1 The Executive shall at all times have the right, right to terminate his employment under this Agreement upon sixty thirty (6030) days' notice to Company given within ninety (90) days written notice to following the Company, to terminate occurrence of any of the Term following events (A) through (E) or within one (1) year following the occurrence of Employment.event (F):
(bA) Upon termination the Executive is not elected or retained as provided in Section 1.2 of this Agreement;
(B) the Company acts to materially reduce Executive's duties and responsibilities under this Agreement;
(C) the Company acts to change the geographic location of the Term performance of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the CompanyExecutive's sole option, upon receipt of notice duties from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without CauseNew York Metropolitan area. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” the New York Metropolitan area shall mean be deemed to be the area within 50 road miles of Company's present offices;
(iD) a failure by Company to obtain the assignment assumption of this Agreement by any successor;
(E) a breach of any of the terms of this Agreement by the Company, which is not cured within thirty (30) days of written notice by the Executive to the Executive Company of any duties such breach; and
(F) a "Change of Control" by which a person (other than a person who is both an officer and a Director of Company on the effective date hereof), including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or responsibilities inconsistent obtains the right to become, the beneficial owner of Company securities having 20% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business) or the composition of the Board of Directors of the Company changes so that present members of the Board of Directors of the Company no longer hold a majority of the seats.
12.2.2 If the Company shall terminate Executive's employment in any respect with the Executive's position or way that is a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 breach of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for if Executive shall terminate this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Agreement under Section 4.2 12.2.1 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring obligations shall be absolute and unconditional and not subject to any offset or counterclaim and the Executive shall continue to be based entitled to receive all amounts provided for by Section 13 of this Agreement regardless of the amount of compensation he may earn with respect to any other employment he may obtain, provided the Company shall be entitled to offset any compensation received by the Executive after one (1) year from any other employer. Notwithstanding the foregoing, the Executive shall have no responsibility to mitigate his damages at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivetime.
Appears in 2 contracts
Samples: Employment Agreement (Hauppauge Digital Inc), Employment Agreement (Hauppauge Digital Inc)
Termination by Executive. (a) The If, in the absence of a Change in Control, Executive shall at all times have terminates without Good Reason after January 1, 2002, then, in consideration for the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination survival of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by Restricted Period beyond the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which caseEffective Date, in addition to the covenants set forth amounts payable in accordance with Section 8.5 above, the Company shall pay and provide to Executive: (i) an annual amount during the Executive sixty balance of the Scheduled Term equal to one-half of Executive's highest total compensation (60) days consisting of Base SalarySalary and Bonus Payment) in any of the five (5) years prior to the year in which the Effective Date occurs, payable in accordance with the Company's normal payroll practices, and (ii) all Benefits specified under Section 9.1(b) above. For purposes of providing Executive Benefits under Section 9.1(b), Benefits shall be equivalent to those provided to Executive and his dependents immediately prior to the Effective Date; provided that, if participation in any one or more of such arrangements is not possible under the terms thereof, the Company will provide substantially identical Benefits outside of the programs and cost of this coverage shall be paid by the Company.
(cb) Upon termination of If, after the Term of Employment pursuant to this Section 5.5 twelve (that is not 12) month period following a termination under Section 5.6) by Change in Control, Executive terminates his employment with the Executive for Company without Good Reason, then in addition to the amounts payable in accordance with Section 8.5 above, within five (5) business days after the Effective Date, the Company shall pay and provide to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean Executive: (i) a lump sum cash payment, in an amount equal to (x) one-half of Executive's highest total compensation (consisting of Base Salary and Bonus Payment) in any of the assignment five (5) years prior to the Executive year in which the Effective Date occurs, multiplied by (y) the number of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position years remaining in the Company or one of its subsidiariesScheduled Term, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreementall Benefits specified under Sections 9.1(b), other than an isolated, insubstantial 9.1(c) and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii9.1(d) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilitiesabove. For purposes of this providing Executive Benefits under Section 5.5(d9.1(b), Benefits shall be equivalent to those provided to Executive and his dependents immediately prior to the Change in Control; provided that, if participation in any good faith determina-tion one or more of “Good Reason” made such arrangements is not possible under the terms thereof, the Company will provide substantially identical Benefits outside of the programs and cost of this coverage shall be paid by the Board shall be conclusiveCompany.
Appears in 2 contracts
Samples: Executive Employment Agreement (Anicom Inc), Executive Employment Agreement (Anicom Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Metropolitan Health Networks Inc), Employment Agreement (Metropolitan Health Networks Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no not further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Terremark Worldwide Inc), Employment Agreement (Terremark Worldwide Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) 60 days written notice to the Company, to terminate the Term of Employmentand his employment hereunder.
(b) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive without Good ReasonReason (as defined below), the Company shall pay to the Executive any unpaid Annual Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.15(a)). At the Company's sole option, upon receipt The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of notice from any future employment undertaken by the Executive pursuant to as long as he is in full compliance with the terms of this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalaryAgreement.
(c) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 10 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a)).
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 3 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) the relocation of the Executive to another location more than 50 miles from his current location without his consent, or (iii) any failure by the Company to comply with any of the material provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Applica Inc), Employment Agreement (Windmere Durable Holdings Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty forty-five (6045) days written notice to the Company, to terminate the Term of Employment; provided, however, that the Executive shall be deemed to have provided the requisite prior notice to the Company in the event (i) the Executive resigns as Chief Executive Officer as of the Outside Separation Date or (ii) the Executive resigns as Chief Executive Officer at the written request of the Company pursuant to Section 1.2(b). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, which termination shall be deemed to be a termination without Cause.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by If the Executive resigns without Good Reasonproviding written notice in accordance with Section 5.5(a), the Executive shall automatically forfeit any right to receive any further compensation or benefits under Sections 3 or 4 hereof (including any acceleration of vesting or extension of exercise period rights with respect to his Stock Options and Restricted Shares as set forth in Section 4.4); except that the Company shall pay to the Executive any unpaid Base Salary that portion of his Cash Compensation earned through the effective date of termination specified in such noticeresignation. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination If the Executive resigns and provides written notice in accordance with Section 5.5(a), such resignation shall have no impact whatsoever on the Executive’s right to receive all of the Term of Employment pursuant to this compensation and benefits set forth in Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason3 and 4 hereof. Once such compensation and benefits are paid, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
hereunder (d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment other than for reimbursement for reasonable business expenses incurred prior to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance date of the Executive's responsibilities. For purposes termination, subject, however to the provisions of this Section 5.5(d4.1), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 2 contracts
Samples: Employment Agreement (Metropolitan Health Networks Inc), Employment Agreement (Metropolitan Health Networks Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) 30 days written notice to the CompanyEmployer, to terminate the Term of Employmentand his employment hereunder.
(b) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive without Good ReasonReason (as defined below), the Company Employer shall pay to the Executive any unpaid Annual Base Salary through the effective date of termination specified in such notice. The Company Employer shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.15(a)). At the Company's sole option, upon receipt The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of notice from any future employment undertaken by the Executive pursuant to as long as he is in full compliance with the terms of this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalaryAgreement.
(c) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive for Good Reason, the Company Employer shall pay to the Executive the same amounts that would have been payable by the Company Employer to the Executive under Section 5.2 10 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company Employer without Cause. The Company Employer shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a)).
(d) For purposes of this Agreement, “"Good Reason” " shall mean (A) the occurrence of a Change in Control (as defined in Section 12 hereof) in Employer during the Term and (B) prior to the earlier of the expiration of the Term and one (1) year after the date of the Change in Control, the Term and Executive's employment with Employer is terminated by Employer without Cause, as defined in Section 9(b) (and other than pursuant to Section 7 by reason of the Executive's death or Section 8 by reason of the Executive's disability) or the Executive terminates the Term and his employment as a result of (i) the assignment to the Executive of any duties which are materially inconsistent with or responsibilities inconsistent substantially lesser in any respect with responsibility and scope than those usually performed by a General Manager of the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesCompany, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days Employer promptly after receipt of notice thereof given by the Executive; or (ii) any the failure by the Company Employer to comply with any of the material provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company Employer promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (ai) The Executive shall at all times have the right, upon at his election, to terminate his employment with the Company by written notice to the Company to that effect if (1) the Company shall have failed to perform a material condition or covenant of this Agreement (a "Material Breach"); provided, however, that termination for a Material Breach will not be effective until Executive shall have given written notice specifying the claimed breach and, provided such breach is curable, the Company fails to correct the claimed breach within thirty (30) days after the receipt of the applicable notice (but within ten (10) days if the failure to perform is a failure to pay monies when due under the terms of this Agreement), or (2) the Company repeatedly commits a Material Breach as to which at least two (2) written notices have been given pursuant to this Section 6(b)(i). If Executive terminates his employment with the Company pursuant to this Section 6(b)(i), then Executive shall be entitled to receive the benefits provided in Section 6(d)(i) or (ii) hereof, as applicable. For avoidance from doubt, (A) a substantial reduction in Executive's title, duties or responsibilities as the Company's Executive Vice President, Secretary and General Counsel, including, without limitation, any circumstance whereby Executive is effectively precluded (other than due to Executive's incapacity) from performing a material portion of the duties associated with his position as a result of any action or inaction on the part of any officers, directors or employees of the Company or its affiliates, (B) the relocation of Executive's office by more than 50 miles from its current location without Executive's consent, (C) any reduction in Executive's Base Salary or a material reduction in the fringe benefits that are being provided to senior executives of the Company, or (D) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume this Agreement, shall be deemed to constitute a Material Breach.
(ii) Executive shall have the right, at his election, to terminate his employment with the Company for reasons other than a Material Breach by sixty (60) days days' prior written notice to that effect. In the Company, to terminate the Term event of Employment.
(b) Upon termination of the Term of Employment by Executive pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason6(b)(ii), the Company shall pay have no severance benefit requirements except that (1) Executive shall be entitled to the Accrued Benefits, less requisite withholdings for tax and social security purposes and (2) Executive any unpaid Base Salary through the effective date shall be entitled to exercise all vested Executive Options in accordance with their terms for a period of termination specified in such notice. The Company shall have no further liability hereunder ninety (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (1590) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivesuch Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Aircraft Braking Services, Inc.)
Termination by Executive. (a) The If Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment terminates this Agreement pursuant to this Section 5.5 (that is not a termination under Section 5.64.5(a) by the Executive without Good Reasonabove, the Company shall pay to Executive the Executive any unpaid Base Salary base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above through the effective date Termination Date.
(b) If Executive terminates this Agreement pursuant to Section 4.5(b) above during the initial year of termination specified the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such notice. The Company shall have installments as would be the case if there had been no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date termination of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive employment pursuant to this SectionSection 4.5(b) above, through the day which is the first (1st) anniversary of Termination Date (such date, the Company may immediately terminate "Good Reason Anniversary Date"); (ii) on and as of the Term of EmploymentGood Reason Anniversary Date, in which case, in addition to Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below (but not excused from complying with the restrictive covenants set forth in Section 7(c) of the Merger Agreement); and (iii) and Plan Options scheduled to vest and be exercisable as of the Good Reason Anniversary Date shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement.
(c) If Executive terminates this Agreement pursuant to Section 4.5(b) above at any time after the expiration of the initial year of the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such installments as would be the case if there had been no termination of employment pursuant to Section 4.5(b) above beginning on the day following Termination Date through the date which is six months after the Termination Date (such date, the "Good Reason Six Month Date"); (ii) on and as of the Good Reason Six Month Date, Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below (but not excused from complying with the restrictive covenants set forth in Section 7(c) of the Merger Agreement); and (iii) and Plan Options scheduled to vest and be exercisable during the period beginning on the day following the Termination Date through the day which is the first (1st) anniversary of the Termination Date shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement..
(d) If Executive terminates this Agreement pursuant to Section 4.5(c) above, the Company shall pay to Executive the Executive sixty (60) days of Base Salary.
(c) Upon base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above pro rata through the Termination Date by the Company, and if such termination shall occur during the initial year of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good ReasonOriginal Term, the Company shall pay have the right to assert a claim for damages caused to the Executive the same amounts that would have been payable Company by the Company to the Executive reason of Executive's termination in breach of her obligations under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Termination by Executive. At any time during the Period of Employment, Executive may voluntarily terminate his employment hereunder. At any time after the earlier to occur of a Change of Control (aas defined herein) The or a Transfer of Business (as defined herein), Executive shall at all times have the right, may terminate his employment hereunder for Good Reason upon sixty thirty (6030) days days’ written notice to the Company, Company describing with particularity the Executive’s basis for asserting Good Reason unless the Company cures the Good Reason within thirty (30) days of receipt. If Executive provides notice to terminate the Term Company under Paragraph 1 that he does not wish to extend the Period of Employment.
(b) Upon , such action shall be deemed a voluntary termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive and one without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean mean: (iA) a substantial diminution or other substantive adverse change, not consented to by Executive, in the assignment to nature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Executive of any duties or responsibilities inconsistent his title as set forth in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 paragraph 2 of this Agreement, ; (C) an involuntary reduction in Executive’s Base Salary except for across-the-board reductions similarly affecting all or any other action substantially all management employees; (D) a breach by the Company of any of its other material obligations under this Agreement and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Executive; (E) the involuntary relocation of the Company’s offices at which results in Executive is principally employed or the involuntary relocation of the offices of Executive’s primary workgroup to a substantial and compelling diminution in location more than thirty (30) miles from such positionoffices, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied the requirement by the Company within fifteen that Executive be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Executive’s business travel obligations; or (15F) days after receipt the failure of notice thereof given by the Executive; (ii) any failure by the Company to comply with obtain the agreement from any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by successor to the Company promptly after receipt of notice thereof given to assume and agree to perform this Agreement as required by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusiveParagraph 10.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 5.5(a) (that is not a termination under Section 5.5c or 5.6) by the Executive without Good Reason), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company, and (iii) pay to the Executive the Termination Year Bonus as provided in Section 3.2(c). The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At .
c. The Executive shall at all times have the Company's sole optionright, upon receipt of by written notice from not less than thirty (30) days prior to the Executive pursuant termination date, to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty Employment for Good Reason (60) days of Base Salaryas defined below).
(c) d. Upon termination of the Term of Employment pursuant to this Section 5.5 5.5(c) (that is not a termination under Section 5.6) by the Executive for Good Reason), the Company shall pay to the Executive the same amounts that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Upon any termination effected and compensated pursuant to this Section 5.5(d), the Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).
(d) e. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such the Executive’s position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive, and excluding the commencement of the Company’s employment of a President or Executive Vice President who assumes some of the Executive’s responsibilities and who reports to the Executive in his capacity as CEO; and (ii) any material failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (Correctional Properties Trust)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary. For all purposes under this Agreement, the failure by Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant to this Section 5.5, except that the Executive shall not be entitled to any Base Salary in excess of that which is due through the last day of Executive's employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to Executive the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1)hereunder. At the Company's ’s sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of EmploymentEmployment prior to the end of the sixty-day notice period, in which case, in addition to the covenants set forth above, the Company shall continue to pay Executive Base Salary for the balance of the notice period. For all purposes under this Agreement, if Executive sixty (60) days causes the Term of this Agreement not to be extended by a Renewal Term by providing notice of non-renewal under Section 2.2 above, the resulting termination of Executive’s employment hereunder shall be treated as if Executive terminated this Agreement without Good Reason pursuant to this Section 5.5, except that Executive shall not be entitled to any Base SalarySalary in excess of that which is due through the last day of Executive’s employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause, subject to the terms and conditions of Section 5.6 below. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean mean: (i) the assignment to the Executive of any significant duties or responsibilities that are inconsistent in any respect with the Executive's ’s position (or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement), or any other action by the Company Company, in each case, which results in a substantial and compelling material diminution in such Executive’s position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a material breach by the Company of its obligations to Executive under this Agreement; or (iv) the Company's ’s requiring the Executive to be based at any office or location more than 30 miles outside of the area for which Executive was originally hired to work except for travel reasonably required where such change in work location does not represent a material change in the performance of geographic location at which Executive is required to provide services. Notwithstanding the foregoing, Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of ’s termination shall not constitute a termination for “Good Reason” made by as a result of any event in above unless: (1) Executive first provides the Board Company with written notice thereof within ninety (90) days after the occurrence of such event, (2) to the extent correctable, Company fails to cure the circumstance or event so identified within thirty (30) days after receipt of such notice, and (3) the effective date of Executive’s termination for Good Reason occurs no later than thirty (30) days after the expiration of Company’s cure period. Nothing in this Section 5.5 shall be conclusivelimit the Company’s right to contest any assertion that Executive may make with respect to any such change. Notwithstanding the foregoing, during the Term of Employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive any accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control, and as a result of the Change in Control, the Executive would be entitled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company, (other than those provided under this Agreement) in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "Additional Benefits"), then the Company shall provide the Executive with those Additional Benefits, if and only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of the Code. Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within __ miles of the area for which Executive was originally hired to work ______ except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment other than for Cause pursuant to Section 5.1, or because of the Executive's disability pursuant to Section 5.2 of this Agreement; or (v) the occurrence of a Change in Control. For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized at the location of the Company indicated in the preamble to this Agreement. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Executive shall be conclusive; provided that the Executive shall not exercise his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Company of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty ninety (6090) days written notice to the CompanyCorporation, to terminate the Term of Employment.
(b) . Upon termination of the Term of Employment pursuant to this Section 5.5 5.5(a) (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company Corporation the Corporation shall pay to the Executive any unpaid his Base Salary through to the effective date of termination specified in such noticetermination. The Company Corporation shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, subject to Section 5.7 below, the Company Corporation shall pay to the Executive the same amounts that would have been payable by the Company Corporation to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company Corporation without Cause. The Company Corporation shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused, paid personal days that have accumulated during the calendar year in which such termination occurs).
(d) c. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company Corporation which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days Corporation promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company Corporation to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company Corporation promptly after receipt of notice thereof given by the Executive; (iii) any purported termination by the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance Corporation of the Executive's responsibilities. For purposes employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive’s disability pursuant to Section 5.2 of this Section 5.5(dAgreement; (iv) the relocation of Executive’s principal place of employment by more than thirty (30) miles; or (v) the voluntary resignation of Executive following the determination by Executive, and ninety-day notice to the Corporation that, in his reasonable discretion, Executive’s continued employment by the Corporation is a) no longer critical to the success of the Corporation; and b) is no longer aligned with Executive’s business or personal goals, provided however, that in order to effect resignation for Good Reason under (i), any good faith determina(ii), (iii), or (iv) above, all of the following must occur: (x) Executive must provide the Corporation with written notice within the sixty-tion day period following the event(s) giving rise to either (i), (ii), (iii) or (iv) of “Executive’s intent to voluntarily resign his employment for Good Reason” made Reason (y) such event is not remedied by within thirty (30) days following the Board shall be conclusiveCorporation’s receipt of such written notice; and (z) Executive’s resignation is effective not later than thirty (30) days after the expiration of such thirty (30) day cure period.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary. For all purposes under this Agreement, the failure by Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant to this Section 5.5, except that the Executive shall not be entitled to any Base Salary in excess of that which is due through the last day of Executive’s employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's ’s position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company Company, in each case, which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's ’s requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except (x) where such change in work location does not represent a material change in the geographic location at which Executive is required to provide services, or (y) for travel reasonably required in the performance of the Executive's ’s responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (Metropolitan Health Networks Inc)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty six (606) days months written notice to the Company, to terminate the Term of EmploymentExecutive's employment hereunder.
(b) b. Upon termination of employment with the Term of Employment Company pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, and (iii) pay to the Executive his Termination Year Bonus, at the time provided in Section 3.2e. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, (y) payment of compensation for unused vacation days that have accumulated at the time such termination occurs, and (z) payment of the Retirement Benefits payable under Section 4.5 hereof). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) c. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, (y) payment of compensation for unused vacation days that have accumulated at the time such termination occurs, and (z) payment of the Retirement Benefits payable under Section 4.5 hereof.
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.the
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) a. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive any accrued but unpaid Base Salary through consideration due under the effective date of bonus program for the preceding year described on EXHIBIT A, if any, --------- in accordance with the terms and condition set forth on EXHIBIT A, and (ii) pay --------- to the Executive accrued but unpaid expense reimbursements and benefits, if any. Upon any termination specified in such notice. The effected and compensated pursuant to this Section 5.1, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salaryhereunder.
(c) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue to provide Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) c. For purposes of this Agreement, “"Good Reason” " shall mean the termination of this Agreement by Executive not less than 60 days notice following: (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within 50 miles of the area for which Executive was originally hired place of performance denoted under Article 3 of this Agreement, excluding required travel on the Company's business; (iv) failure to work except for travel reasonably required make payment under the Promissory Note (as that term is defined in the performance Stock Purchase Agreement) where such payment is not prohibited by applicable loan agreements to which either Ayin Holding Company Inc. or Charys Holding Company, Inc. ("Charys") is a party; or (v) the occurrence of a Change in Control. The Company shall have the right to cure the problem(s) noted by the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “before the Executive may terminate his employment for Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of EmploymentExecutive's employment hereunder.
(b) b. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive any bonuses awarded to the Executive pursuant to Section 3.2 that have not been paid on or before the date of the termination of the Executive's employment with the Company. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At Section
4.1 and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.
(c) c. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article Section 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location more than fifty (50) miles outside of the area for which Executive was originally hired to work City limits of Deerfield Beach, except for travel reasonably required in the performance of the Executive's responsibilities. For purposes ; (iv) any purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive's death pursuant to Section 5.1, or Disability pursuant to Section 5.2, of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by Agreement prior to the Board shall be conclusiveExpiration Date.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of EmploymentExecutive's employment hereunder.
(b) b. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive her accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.
(c) c. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location more than fifty (50) miles outside of the area for which Executive was originally hired to work City limits of Rockville, Maryland, except for travel reasonably required in the performance of the Executive's responsibilities. For purposes ; (iv) any purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive's disability pursuant to Section 5.2 of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by Agreement prior to the Board shall be conclusiveExpiration Date.
Appears in 1 contract
Termination by Executive. (ai) The Executive shall at all times have the right, upon at his election, to terminate his employment with the Company by written notice to the Company to that effect if (1) the Company shall have failed to perform a material condition or covenant of this Agreement (a "Material Breach"); provided, however, that termination for a Material Breach will not be effective until Executive shall have given written notice specifying the claimed breach and, provided such breach is curable, the Company fails to correct the claimed breach within thirty (30) days after the receipt of the applicable notice (but within ten (10) days if the failure to perform is a failure to pay monies when due under the terms of this Agreement), or (2) the Company repeatedly commits a Material Breach as to which at least two (2) written notices have been given pursuant to this Section 6(b)(i). If Executive terminates his employment with the Company pursuant to this Section 6(b)(i), then Executive shall be entitled to receive the benefits provided in Section 6(d)(i) or (ii) hereof, as applicable. For avoidance from doubt, (A) a substantial reduction in Executive's title, duties or responsibilities as the Company's Senior Vice President—Marketing, including, without limitation, any circumstance whereby Executive is effectively precluded (other than due to Executive's incapacity) from performing a material portion of the duties associated with his position as a result of any action or inaction on the part of any officers, directors or employees of the Company or its affiliates, (B) the relocation of Executive's office by more than 50 miles from its current location without Executive's consent, (C) any reduction in Executive's Base Salary or a material reduction in the fringe benefits that are being provided to senior executives of the Company, or (D) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume this Agreement, shall be deemed to constitute a Material Breach.
(ii) Executive shall have the right, at his election, to terminate his employment with the Company for reasons other than a Material Breach by sixty (60) days days' prior written notice to that effect. In the Company, to terminate the Term event of Employment.
(b) Upon termination of the Term of Employment by Executive pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason6(b)(ii), the Company shall pay have no severance benefit requirements except that (1) Executive shall be entitled to the Accrued Benefits, less requisite withholdings for tax and social security purposes and (2) Executive any unpaid Base Salary through the effective date shall be entitled to exercise all vested Executive Options in accordance with their terms for a period of termination specified in such notice. The Company shall have no further liability hereunder ninety (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (1590) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivesuch Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Aircraft Braking Services, Inc.)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such notice. The notice or otherwise mutually agreed and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2f Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.)
(c) c. Upon termination of the Term of Employment pursuant to this this. Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within a 100 mile radius of the area for which Executive was originally hired to work Huntsville, TN , except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment other than for Cause pursuant to Section 5.1 or because of the Executive's disability pursuant to . Section 5.2 of this Agreement; or (v) the occurrence of a Change in Control. For purposes of this "" ". Section 5.5 (d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Huntsville TN. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Executive shall be conclusive; provided that the Executive shall not exercise his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Chief Executive Officer of the factual basis constituting good reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) a. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive any accrued but unpaid Base Salary through consideration due under the effective date bonus program for the preceding year described on EXHIBIT A, if any, ---------- in accordance with the terms and condition set forth on EXHIBIT A, and (ii) pay ---------- to the Executive accrued but unpaid expense reimbursements and benefits, if any. Upon any termination effected and compensated pursuant to this Section 5.1, the Executive shall forfeit, for each complete month of termination specified in such notice. The the Initial Term remaining, Executive's right to receive 1/36th of the aggregate unpaid amounts (including principal and interest) under the Notes, and the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salaryand thereunder.
(c) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue to provide Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) c. For purposes of this Agreement, “"Good Reason” " shall mean the termination of this Agreement by Executive not less than 60 days notice following: (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within 50 miles of the area for place of performance denoted under Article 3 of this Agreement, excluding required travel on the Company's business; (iv) failure to make payment under the Notes where such payment is not prohibited by applicable loan agreements to which Executive was originally hired either Ayin Holding Company Inc. or Charys Holding Company, Inc. ("Charys") is a party; or (v) the occurrence of a Change in Control. The Company shall have the right to work except for travel reasonably required in cure the performance of problem(s) noted by the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “before the Executive may terminate his employment for Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) The If Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment terminates this Agreement pursuant to this Section 5.5 (that is not a termination under Section 5.64.5(a) by the Executive without Good Reasonabove, the Company shall pay to Executive the Executive any unpaid Base Salary base salary and benefits otherwise payable to him under Sections 3.1, 3.2 and 3.3 above through the effective date Termination Date.
(b) If Executive terminates this Agreement pursuant to Section 4.5(b) above during the initial year of termination specified the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to him under Sections 3.1, 3.2 and 3.3 above, at such times and in such notice. The Company shall have installments as would be the case if there had been no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date termination of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive employment pursuant to this SectionSection 4.5(b) above, through the day which is the first (1st) anniversary of Termination Date (such date, the Company may immediately terminate "Good Reason Anniversary Date"); and (ii) on and as of the Term of EmploymentGood Reason Anniversary Date, in which case, in addition to Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below (but not excused from complying with the restrictive covenants set forth in Section 7(c) of the Merger Agreement).
(c) If Executive terminates this Agreement pursuant to Section 4.5(b) above at any time after the expiration of the initial year of the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to him under Sections 3.1, 3.2 and 3.3 above, at such times and in such installments as would be the case if there had been no termination of employment pursuant to Section 4.5(b) above beginning on the day following Termination Date through the date which is six months after the Termination Date (such date, the "Good Reason Six Month Date"); and (ii) on and as of the Good Reason Six Month Date, Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below (but not excused from complying with the restrictive covenants set forth in Section 7(c) of the Merger Agreement).
(d) If Executive terminates this Agreement pursuant to Section 4.5(c) above, the Company shall pay to Executive the Executive sixty (60) days of Base Salary.
(c) Upon base salary and benefits otherwise payable to him under Sections 3.1, 3.2 and 3.3 above pro rata through the Termination Date by the Company, and if such termination shall occur during the initial year of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good ReasonOriginal Term, the Company shall pay have the right to assert a claim for damages caused to the Executive the same amounts that would have been payable Company by the Company to the Executive reason of Executive's termination in breach of his obligations under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Termination by Executive. (a) The Executive shall at all times have the right, right to terminate his employment without good reason upon sixty (60) delivery of 45 days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment . When Executive terminates his employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reasonsub-section, the Company he shall pay be entitled to the Executive any unpaid receive his Base Salary so long as he is working but not otherwise and all Bonus payments accrued through the effective date of termination specified in such notice. The Company his termination, but all granted but non-vested stock options shall be forfeit.
b) Executive shall have no further liability hereunder (other than the right to terminate his employment for reimbursement good reason under this Contract upon 45 days' notice to Company given within 60 days after the occurrence of an event described in sub-sections i) or ii) and within 180 days after the occurrence of an event described in sub-sections iii below. For the purpose of this Contract "for reasonable business expenses incurred prior good reason" shall be understood to mean the date occurrence of terminationany of the following events:
i) Executive is not elected as Chief Executive Officer on or about March 1, subject2000, howeveror is not retained as Chief Executive Officer and a member of the Board of Directors after March 1, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary2000.
(cii) Upon termination of the Term of Employment pursuant Company acts to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability materially reduce Executive's duties and responsibilities or compensation hereunder.
iii) In the event that the Company is (dor substantially all of its assets are) For sold to, or combined with, another entity, or is dissolved, Executives duties and responsibilities shall be deemed to be materially reduced for purposes of this Agreement, “Good Reason” shall mean (i) the assignment hereof if his authority with respect to the Executive business of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreementafter the sale is substantially less than it was before the sale, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action Executive does not taken in bad faith and which is remedied by report directly to the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any Chief Executive Officer of the provisions acquiring corporation, or his title does not remain President of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring , or the Executive to be based at any office or geographic location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes duties in the resulting new entity changes by more than 50 miles from Northvale, NJ..
iv) Company acts to change the geographic location of the performance of the Executive's duties by more than 50 miles without his prior written consent.
c) If this Contract is terminated by Executive pursuant to paragraph 5.2 b) hereof (i.e., "for good reason"), the severance and separation benefit provisions of Section 6 of this Section 5.5(dContract shall apply. If this Contract is terminated by Executive pursuant to paragraph 5.2 a) hereof (i.e., "without good reason"), any good faith determina-tion the severance and separation benefit provisions of “Good Reason” made by the Board Section 6 of this Contract shall not be conclusiveapplicable.
Appears in 1 contract
Samples: Employment Agreement (Inrad Inc)
Termination by Executive. (a) The At his option, Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability his employment hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60i) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, Reason or (ii) if his health should become impaired to an extent that makes the Company shall pay continued performance of his duties hereunder hazardous to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Causehis physical or mental health or his life. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “the termination of Executive's employment hereunder by Executive because of the occurrence of any one or more of the following events shall be deemed to have occurred for "Good Reason” shall mean ":
(iA) a material reduction in the assignment to the Executive nature or scope of any duties or responsibilities inconsistent in any respect with the Executive's position responsibilities or a similar position in the Company authorities that is not consented to or one of its subsidiaries, as contemplated approved by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen Executive;
(15) days after receipt of notice thereof given by the Executive; (iiB) any failure by the Company to comply in any material respect with Section 5 hereof that is not consented to or approved by Executive; provided, that, any change in Executive's discretionary bonus as from time to time determined by the Compensation Committee shall not constitute Good Reason for resignation;
(C) the liquidation, dissolution, merger, consolidation (other than resulting from a sale by CSI of the provisions outstanding Voting Securities of Article 3 the Company as contemplated by Section 9(e)(ii)(5)) or reorganization of the Company or transfer of all or substantially all of its assets in a transaction that constitutes a Change of Control, unless the successor (by liquidation, merger, consolidation, reorganization or otherwise) to which all or substantially all of its assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent 10 hereof or
(D) failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by to comply with any other material term or provision hereof. If the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside effect of the area for which Executive was originally hired to work except for travel reasonably required in the performance occurrence of the Executive's responsibilities. For purposes event described in clauses (A) through (D) of this Section 5.5(d)6(c) may be cured, the Company shall have the opportunity to cure any good faith determina-tion such effect for a period of “Good Reason” made by the Board shall be conclusive30 days following receipt of Executive's Notice of Termination.
Appears in 1 contract
Termination by Executive. Executive may voluntarily terminate his employment at any time. Executive’s termination of employment shall be for “good reason” if he voluntarily terminates his employment:
(ai) The upon the occurrence, without the Executive’s consent, of any of the following events:
(A) a material diminution of Executive’s duties or authority, or the assignment to Executive shall at all times have of duties materially inconsistent with his position, in either case, with or without a change in Executive’s title;
(B) the right, upon sixty institution of a requirement that Executive report to any person other than the Board of Directors;
(60C) days written notice a material diminution in Executive’s base salary or a material diminution in Executive’s benefits;
(D) the failure of the Board of Directors to nominate Executive for election as a director in connection with any annual or special meeting of the Company’s stockholders at which directors are to be elected (Executive having indicated his willingness to be nominated as a director and to serve as a director if elected), the failure of Executive to terminate be elected as a director by the Term Company’s stockholders in connection with any annual or special meeting of Employmentthe Company’s stockholders at which directors are to be elected (Executive having indicated his willingness to serve as a director if elected), or Executive is removed from office as a director, without cause, by vote or consent of the Company’s stockholders; or
(E) a material change in the geographic location at which Executive must perform services pursuant to this Agreement.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any because of a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company; or
(iii) because of any purported termination of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied Executive’s employment by the Company promptly after receipt which is not effected pursuant to a Notice of notice thereof given by Termination satisfying the Executive; requirements of subparagraph 5(e) hereof (iii) the Company's requiring the Executive to be based at any office or location outside of the area and for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board Agreement no such purported termination shall be conclusiveeffective). Notwithstanding the foregoing, the Executive shall not be deemed to have terminated for good reason unless, within 45 days after the initial condition giving rise to good reason, the Executive provides the Company with written notice of such condition. The Company shall have 30 days following receipt of such notice to cure the condition. If the Company does not cure such condition within the 30 day period, then the Executive’s Date of Termination shall be the first day after the 30 day cure period expires.
Appears in 1 contract
Samples: Employment Agreement (Northfield Laboratories Inc /De/)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon his employment for any reason. A termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) employment by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean a termination by Executive of his employment with Employer following the occurrence, without Executive’s consent, of any of the following events: (i) any material diminution or curtailment in Executive’s duties, responsibilities or reporting relationships as set forth in Section 2(b), (ii) a material reduction in the assignment rate of Executive’s Base Salary, unless the reduction does not exceed ten percent (10%) and is applied uniformly percentage-wise to the Executive all executive officers, (iii) a material breach by Employer of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiariesobligations hereunder, including the failure of Employer to obtain the assumption of this Agreement by any Successor (as defined below) to Employer as contemplated by Section 1.2 15, or (iv) the relocation of Executive’s primary office to a location more than 50 miles from the location of Executive’s primary office on the Effective Date. A termination by Executive shall not constitute termination for Good Reason unless (x) Executive shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 30 days after the initial occurrence of such event), (y) there shall have passed a reasonable time (not less than 30 days) within which Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive, and (z) Executive’s Separation from Service (as defined below) occurs not later than two years following the initial existence of one or more of the conditions giving rise to Good Reason. Good Reason shall not include Executive’s death or disability or non-renewal of this Agreement, or any other action Agreement by the Company which results in a substantial Executive pursuant to Sections 2(a) and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d7(e), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (Graphic Packaging Holding Co)
Termination by Executive. Except in the case of a termination for Good Reason (a) The as defined below), Executive shall at all times have the right, may terminate his employment for any other reason upon sixty (60) 60 days prior written notice delivered to the Company, to terminate the Term of Employment.
(b) Upon . A termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) employment by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean a termination by Executive of his employment with the Company, by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination, within 60 days following the occurrence (or, in the case of clause (i) of this definition of Good Reason, 60 days following the last occurrence), without Executive’s consent, of any of the following events and the failure of the Company to correct the circumstances set forth in Executive’s notice of termination within 20 days of receipt of such notice: (i) the assignment to the Executive of any duties or and responsibilities inconsistent in any respect with the Executive's position or a similar position which, in the aggregate during the twelve month period prior to the date notice is given by Executive to the Company specifying the basis for such termination, are significantly different from, and that result in a substantial diminution of, the duties and responsibilities that he has or one is to assume on the Commencement Date pursuant to Section 2(b), (ii) the failure of its subsidiaries, the Company to obtain the assumption of this Agreement by any Successor to the Company as contemplated by Section 1.2 of this Agreement13(a), or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a reduction in the rate of Executive’s Base Salary or Incentive Bonus, (iv) a material breach of this Agreement by the Company's ; (v) the Company requiring the Executive to be based at any office or location outside of anywhere other than the area for which Executive was originally hired to work New York metropolitan area, except for travel reasonably required by the Company; or (vi) if the Company gives written notice to Executive pursuant to Section 2(a) that it does not desire to renew this Agreement upon expiration of the then current term. Executive agrees that a corporate reorganization by the Company and/or its Affiliates pursuant to which the Company ceases to exist shall not constitute Good Reason hereunder so long as there is no substantial diminution or significant change in the performance nature of the Executive's responsibilities. For purposes of this ’s duties or responsibilities as described in Section 5.5(d2(b), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (ai) The If the Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term is not in default of Employment.
(b) Upon termination any of the Term Executive’s obligations under Section (2), (10), (11) or (12) hereof, the Executive may terminate employment hereunder on account of Employment pursuant to a Constructive Termination in accordance with this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.15)(d)(i). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, a Constructive Termination means:
(1) a Separation from Service (as defined for purposes of the UIL CIC Plan II) within ninety (90) days of the initial occurrence of one of the following events arising without the consent of the Participant (a “Good Reason” shall mean Constructive Termination Event”):
(iA) A material diminution in the Participant’s annual base salary rate, unless such reduction is part of, and consistent with, a general reduction of the compensation rates of all employees of the Company or of the Executive’s business unit;
(B) Except as provided in Section (2)(b), a material diminution in the Participant’s authority, duties, or responsibilities, including the assignment to the Executive of any duties or responsibilities materially inconsistent in any adverse respect with such Participant’s position, duties, responsibilities and status with the Executive's Company immediately prior thereto, or diminishment in such Participant’s management responsibilities, duties or powers as in effect immediately prior thereto, or the removal from or failure to re-elect such Participant to any such position or a similar position office;
(C) A requirement that the Executive relocate his principal place of employment by more than fifty (50) miles from the Company’s current executive offices in the Company or one of its subsidiariesNew Haven, as contemplated by Section 1.2 of this Agreement, or any Connecticut; or
(D) Any other action or inaction that constitutes a material breach by the Company which results of the Agreement, including (1) a failure to include the Executive in the management salary compensation programs then in effect on substantially the same terms and conditions as that applicable to the other officers or similarly situated executives of the Company; (2) a substantial and compelling diminution failure to continue the Executive’s participation in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the material benefit plans of the Company on substantially the same basis, both in terms of the amount of benefits provided (other than due to the Company’s stock price performance, provided such performance is a relevant criterion in determining the amount of benefits) and the level of the Executive’s participation relative to other officers or similarly situated executives of such Company, as that in effect immediately prior thereto; or (3) a failure to renew the Executive’s Employment Agreement at the time such Agreement expires, provided that the Executive was willing and able to execute a new Agreement providing terms and conditions substantially similar to those in the expiring Agreement and to continue working for the Company; and
(2) The Executive has given notice to the UIL Board stating that in the Executive’s opinion at least one of the Constructive Termination Events has occurred and setting forth in reasonable detail the relevant facts, and such notice was given within fifteen thirty-one (1531) days of the occurrence of the Constructive Termination Event; and
(3) The Company shall fail to remedy or otherwise cure the situation within thirty-one (31) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivenotice.
Appears in 1 contract
Termination by Executive. At the election of Executive (a) The at any time if her health should become impaired to an extent that makes the continued performance of her duties hereunder hazardous to her physical or mental health or her life, as certified by a physician designated by Executive shall at all times have and reasonably acceptable to the rightCompany, (b) for "good reason" upon sixty delivery of written notice of such "good reason" to the Company, or (60c) upon giving ninety (90) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions which termination shall be deemed a breach by Executive of Section 4.1)her obligations under this Agreement. At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this AgreementSection 4.5(b) above, “Good Reason” "good reason" shall mean (i) the failure by the Company and I-trax to continue Executive in the position of Vice President (or such other senior executive position as may be offered by the Company and I-trax and which Executive may in her sole discretion accept); (ii) material diminution by the Board or a senior executive officer of the Company or I-trax of Executive's responsibilities, duties or authority as Vice President of the Company and I-trax (or such other senior executive position as may be offered by the Company and I-trax and which Executive may in her sole discretion accept) or assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in as Vice President of the Company and I-trax (or one of its subsidiaries, such other senior executive position as contemplated by Section 1.2 of this Agreement, or any other action may be offered by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsiI-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith trax and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the ExecutiveExecutive may in her sole discretion accept); (iiiii) any failure by the Company to comply with any pay and provide to Executive the compensation provided in Section 3.1 above, which failure is not cured within five (5) business days after written notice of such failure is delivered by Executive to the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the ExecutiveCompany; (iiiiv) the Company's requiring the Executive to be permanently based at anywhere other than within 25 miles of her present office location in Omaha, Nebraska (excluding business related travel); or (v) any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes other material breach of this Section 5.5(d), any good faith determina-tion of “Good Reason” made Agreement by the Board shall be conclusiveCompany, which breach is not cured within thirty (30) days after written notice of such breach is delivered by Executive to the Company.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Termination by Executive. (a) The Prior to its termination under Section 3, 9 or 10 hereof, Executive’s employment with the Corporation can be terminated by the Executive shall at all times have the right, upon sixty (60) days written notice to the CompanyCorporation. In the event of such termination, the Corporation shall be obligated only to terminate continue to pay Executive his compensation if any, earned to the Term date of Employmenttermination. In addition, the Corporation shall pay vested benefits, if any, owed to Executive under any employee benefit/and or welfare plans provided for Executive in accordance with the terms of such plans, as in effect on the date of termination of employment and monies owned to Executive for any reason (including but not limited to loans, bonus, vacation, fees expense reimbursement and accrued payroll).
(b) Upon termination of the Term of Employment pursuant Prior to this Section 5.5 (that is not a its termination under Section 5.6) 3, 9, or 10 hereof, Executive’s employment with the Corporation can be terminated by the Executive in the event of: (1) the Corporation’s breach of any material provision of this Agreement, including, without Good Reasonlimitation, the Company Corporation’s failure to provide the Base Salary or employee benefits to which Executive is entitled; (2) except as otherwise provided herein, the Corporation’s reduction or change in any material authority, responsibility, prerequisite or prerogative associated with the Executive’s Position without the Executive’s written consent; (3) the Corporation’s assigning the Executive, without the written consent of the Executive, to a place of employment situated beyond a radius of twenty-five (25) miles from the place of employment to which the Executive is assigned as of the date of this Agreement as long as the Executive shall give written notice to the Corporation of his intent to terminate setting forth the basis for such termination and the Corporation shall have thirty (30) days after receipt of such notice to rectify or rebut the claimed basis for termination; or (4) the bankruptcy of or cessation of business by the Corporation. In the event the Executive shall terminate this Agreement for a reason set forth in this Section 11(b), other than under Section 11(b)(4): (i) within ten (10) days after the date of termination the Corporation shall pay to the Executive any unpaid in a lump sum his Base Salary through for the effective unexpired Term calculated using the amounts stated in Exhibit A, attached herein, plus any benefits earned by Executive under the Corporation’s employee benefit and /or welfare plans (qualified or otherwise); (ii) the Corporation shall continue to timely provide all of the other employee benefits and payments due the Executive as provided under this Agreement for the unexpired Term (as though no termination had occurred), and (iv) all COBRA payments payable by Executive shall be paid by the Corporation for the greater of the unexpired Term or eighteen (18) months from the date of termination specified in such noticetermination. The Company If the terms of any welfare benefit plan of the Corporation does not permit continued participation by Executive, then, the Corporation shall have no further liability hereunder arrange to provide the Executive, within ten (other than for reimbursement for reasonable business expenses incurred prior to 10) days of the date of termination, subject, however, a benefit substantially similar to and no less favorable than the provisions of Section 4.1). At benefit Executive was entitled to receive under such plan at the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination end of the Term period of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereundercoverage.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date on which the Term of Employment terminates. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any material failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work United States, except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Board, shall be conclusivebinding and conclusive on all interested parties.
Appears in 1 contract
Samples: Employment Agreement (Sequiam Corp)
Termination by Executive. (ai) The Executive shall at all times have the right, upon at his election, to terminate his employment with the Company by written notice to the Company to that effect if (1) the Company shall have failed to perform a material condition or covenant of this Agreement (a "Material Breach"); provided, however, that termination for a Material Breach will not be effective until Executive shall have given written notice specifying the claimed breach and, provided such breach is curable, the Company fails to correct the claimed breach within thirty (30) days after the receipt of the applicable notice (but within ten (10) days if the failure to perform is a failure to pay monies when due under the terms of this Agreement), or (2) the Company repeatedly commits a Material Breach as to which at least two (2) written notices have been given pursuant to this Section 6(b)(i). If Executive terminates his employment with the Company pursuant to this Section 6(b)(i), then Executive shall be entitled to receive the benefits provided in Section 6(d)(i) or (ii) hereof, as applicable. For avoidance from doubt, (A) a substantial reduction in Executive's title, duties or responsibilities as the Company's Executive Vice President and Chief Financial Officer, including, without limitation, any circumstance whereby Executive is effectively precluded (other than due to Executive's incapacity) from performing a material portion of the duties associated with his position as a result of any action or inaction on the part of any officers, directors or employees of the Company or its affiliates, (B) the relocation of Executive's office by more than 50 miles from its current location without Executive's consent, (C) any reduction in Executive's Base Salary or a material reduction in the fringe benefits that are being provided to senior executives of the Company, or (D) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume this Agreement, shall be deemed to constitute a Material Breach.
(ii) Executive shall have the right, at his election, to terminate his employment with the Company for reasons other than a Material Breach by sixty (60) days days' prior written notice to that effect. In the Company, to terminate the Term event of Employment.
(b) Upon termination of the Term of Employment by Executive pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason6(b)(ii), the Company shall pay have no severance benefit requirements except that (1) Executive shall be entitled to the Accrued Benefits, less requisite withholdings for tax and social security purposes and (2) Executive any unpaid Base Salary through the effective date shall be entitled to exercise all vested Executive Options in accordance with their terms for a period of termination specified in such notice. The Company shall have no further liability hereunder ninety (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (1590) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivesuch Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Aircraft Braking Services, Inc.)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date on which the Term of Employment terminates. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunder.
hereunder (dother than for (x) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment reimbursement for reasonable business expenses incurred prior to the Executive date of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiariestermination, as contemplated by Section 1.2 of this Agreementsubject, or any other action by the Company which results in a substantial and compelling diminution in such positionhowever, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 4.1, and (y) payment of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring compensation for unused vacation days that have accumulated during the calendar year in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(dsuch termination occurs), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, right to terminate his employment without good reason upon sixty (60) delivery of 45 days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment . When Executive terminates his employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reasonsub-section, the Company he shall pay be entitled to the Executive any unpaid receive his Base Salary so long as he is working but not otherwise and all Bonus payments accrued through the effective date of termination specified in such notice. The Company his termination, but all granted but non-vested stock options shall be forfeit.
b) Executive shall have no further liability hereunder (other than the right to terminate his employment for reimbursement good reason under this Contract upon 45 days' notice to Company given within 60 days after the occurrence of an event described in sub-sections i) or ii) and within 180 days after the occurrence of an event described in sub-sections iii below. For the purpose of this Contract "for reasonable business expenses incurred prior good reason" shall be understood to mean the date occurrence of terminationany of the following events:
i) Executive is not elected as Chief Executive Officer on or about March 1, subject2000, howeveror is not retained as Chief Executive Officer and a member of the Board of Directors after March 1, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary2000.
(cii) Upon termination of the Term of Employment pursuant Company acts to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability materially reduce Executive's duties and responsibilities or compensation hereunder.
iii) In the event that the Company is (dor substantially all of its assets are) For sold to, or combined with, another entity, or is dissolved, Executives duties and responsibilities shall be deemed to be materially reduced for purposes of this Agreement, “Good Reason” shall mean (i) the assignment hereof if his authority with respect to the Executive business of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreementafter the sale is substantially less than it was before the sale, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action Executive does not taken in bad faith and which is remedied by report directly to the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any Chief Executive Officer of the provisions acquiring corporation, or his title does not remain President of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring , or the Executive to be based at any office or geographic location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes duties in the resulting new entity changes by more than 50 miles from Northvale, NJ.
iv) Company acts to change the geographic location of the performance of the Executive's duties by more than 50 miles without his prior written consent.
c) If this Contract is terminated by Executive pursuant to paragraph 5.2 b) hereof (i.e., "for good reason"), the severance and separation benefit provisions of Section 6 of this Section 5.5(dContract shall apply. If this Contract is terminated by Executive pursuant to paragraph 5.2 a) hereof (i.e., "without good reason"), any good faith determina-tion the severance and separation benefit provisions of “Good Reason” made by the Board Section 6 of this Contract shall not be conclusiveapplicable.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days 30 days' written notice to the CompanyEmployer, to terminate the Term of Employmentand his employment hereunder.
(b) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive without Good ReasonReason (as defined below), the Company Employer shall pay to the Executive any unpaid Annual Base Salary through the effective date of termination specified in such notice. The Company Employer shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.15(a)). At the Company's sole option, upon receipt The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of notice from any future employment undertaken by the Executive pursuant to as long as he is in full compliance with the terms of this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalaryAgreement.
(c) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive for Good Reason, the Company Employer shall pay to the Executive the same amounts that would have been payable by the Company Employer to the Executive under Section 5.2 10 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company Employer without Cause. The Company Employer shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a)).
(d) For purposes of this Agreement, “"Good Reason” " shall mean (A) the occurrence of a Change in Control (as defined in Section 12 hereof) in Employer during the Term and (B) prior to the earlier of the expiration of the Term and one year after the date of the Change in Control, the Term and Executive's employment with Employer is terminated by Employer without Cause, as defined in Section 9(b) (and other than pursuant to Section 7 by reason of the Executive's death or Section 8 by reason of the Executive's disability) or the Executive terminates the Term and his employment as a result of (i) the assignment to the Executive of any duties which are materially inconsistent with or responsibilities inconsistent substantially lesser in any respect with responsibility and scope than those usually performed by a Vice President-Finance and Chief Financial Officer of the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesCompany, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days Employer promptly after receipt of notice thereof given by the Executive; or (ii) any the failure by the Company Employer to comply with any of the material provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company Employer promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) The At his option, Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability his employment hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60i) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, Reason or (ii) if his health should become impaired to an extent that makes the Company shall pay continued performance of his duties hereunder hazardous to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Causehis physical or mental health or his life. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “the termination of Executive's employment hereunder by Executive because of the occurrence of any one or more of the following events shall be deemed to have occurred for "Good Reason” shall mean ":
(iA) a material reduction in the assignment to the Executive nature or scope of any duties or responsibilities inconsistent in any respect with the Executive's position responsibilities or a similar position in the Company authorities that is not consented to or one of its subsidiaries, as contemplated approved by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen Executive;
(15) days after receipt of notice thereof given by the Executive; (iiB) any failure by the Company to comply in any material respect with Section 5 hereof that is not consented to or approved by Executive; provided, that, any change in Executive's discretionary bonus as from time to time determined by the Compensation Committee shall not constitute Good Reason for resignation;
(C) the liquidation, dissolution, merger, consolidation (other than resulting from a sale by CSI of the provisions outstanding Voting Securities of Article 3 the Company as contemplated by Section 9(e)(ii)(5)) or reorganization of the Company or transfer of all or substantially all of its assets in a transaction that constitutes a Change of Control, unless the successor (by liquidation, merger, consolidation, reorganization or otherwise) to which all or substantially all of its assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent 10 hereof; or
(D) failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by to comply with any other material term or provision hereof. If the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside effect of the area for which Executive was originally hired to work except for travel reasonably required in the performance occurrence of the Executive's responsibilities. For purposes event described in clauses (A) through (D) of this Section 5.5(d)6(c) may be cured, the Company shall have the opportunity to cure any good faith determina-tion such effect for a period of “Good Reason” made by the Board shall be conclusive30 days following receipt of Executive's Notice of Termination.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (to the Executive other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, subject however, to the provisions of Section 4.1), and (ii) those continuing obligations of the Company set forth in Article 19 and Article 20. At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) 60 days of Base Salary. For all purposes hereunder, the failure by the Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant this Section 5.5, except that the Executive shall not be entitled to any Base Salary in excess of that which is due through the last day of the Executive's employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid paid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2f. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). At In addition, the Company's sole optionLoans (as described in Section 4.6 hereof), upon receipt to the extent then outstanding, shall become immediately due and payable as of notice from the Executive date of such termination of employment pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalarySubsection 5.5(b).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control, and as a result of the Change in Control, the Executive would be titled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company, (other than those provided under this Agreement) in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "Additional Benefits"), then the Company shall provide the Executive with those Additional Benefits, if and only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of the Code. Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4., and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within a 50 mile radius of the area for which Executive was originally hired to work Ft. Lauderdale, Florida, except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment other than for Cause pursuant to Section 5.1, or because of the Executive's disability pursuant to Section 5.2 of this Agreement; or (v) the occurrence of a Change in Control. For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Executive shall be conclusive; provided that the Executive shall not exercise his right to terminate his employment or Good Reason without first giving sixty (60) days written notice to the Chief Executive Officer of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) The Prior to its termination under Section 3, 9 or 10 hereof, Executive's employment with the Corporation can be terminated by the Executive shall at all times have the right, upon sixty (60) days written notice to the CompanyCorporation. In the event of such termination, the Corporation shall be obligated only to terminate continue to pay Executive his compensation if any, earned to the Term date of Employmenttermination. In addition, the Corporation shall pay vested benefits, if any, owed to Executive under any employee benefit/and or welfare plans provided for Executive in accordance with the terms of such plans, as in effect on the date of termination of employment and monies owned to Executive for any reason (including but not limited to loans, bonus, vacation, fees expense reimbursement and accrued payroll).
(b) Upon termination of the Term of Employment pursuant Prior to this Section 5.5 (that is not a its termination under Section 5.6) 3, 9, or 10 hereof, Executive's employment with the Corporation can be terminated by the Executive in the event of: (1) the Corporation's breach of any material provision of this Agreement, including, without Good Reasonlimitation, the Company Corporation's failure to provide the Base Salary or employee benefits to which Executive is entitled; (2) except as otherwise provided herein, the Corporation's reduction or change in any material authority, responsibility, prerequisite or prerogative associated with the Executive's Position without the Executive's written consent; (3) the Corporation's assigning the Executive, without the written consent of the Executive, to a place of employment situated beyond a radius of twenty-five (25) miles from the place of employment to which the Executive is assigned as of the date of this Agreement as long as the Executive shall give written notice to the Corporation of his intent to terminate setting forth the basis for such termination and the Corporation shall have thirty (30) days after receipt of such notice to rectify or rebut the claimed basis for termination; or (4) the bankruptcy of or cessation of business by the Corporation. In the event the Executive shall terminate this Agreement for a reason set forth in this Section 11(b), other than under Section 11(b)(4): (i) within ten (10) days after the date of termination the Corporation shall pay to the Executive any unpaid in a lump sum his Base Salary through for the effective unexpired Term calculated using the amounts stated in Exhibit A, attached herein, plus any benefits earned by Executive under the Corporation's employee benefit and/or welfare plans (qualified or otherwise); (ii) the Corporation shall continue to timely provide all of the other employee benefits and payments due the Executive as provided under this Agreement for the unexpired Term (as though no termination had occurred), and (iv) all COBRA payments payable by Executive shall be paid by the Corporation for the greater of the unexpired Term or eighteen (18) months from the date of termination specified in such noticetermination. The Company If the terms of any welfare benefit plan of the Corporation does not permit continued participation by Executive, then, the Corporation shall have no further liability hereunder arrange to provide the Executive, within ten (other than for reimbursement for reasonable business expenses incurred prior to 10) days of the date of termination, subject, however, a benefit substantially similar to and no less favorable than the provisions of Section 4.1). At benefit Executive was entitled to receive under such plan at the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination end of the Term period of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereundercoverage.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon right to terminate his employment hereunder by providing Company with written notice not less than sixty (60) days written notice prior to the Company, to terminate the Term of Employmenttermination date.
(b) b. Upon any termination of the Term of Employment pursuant to this Section 5.5 (5.3 that is not a termination under Section 5.6) by the Executive without for Good ReasonReason (as defined below), the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for (x) payment of that portion of the Base Salary accrued and unpaid through the date of termination and reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At 4, and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 5.3 by the Executive for Good Reason, or upon the death of the Executive or his long term disability (defined for these purposes as his inability for medical reasons to provide the services required hereunder for a period of 30 business days during any three (3) month period), the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities materially inconsistent in any respect with the Executive's position (including status, offices, titles, compensation and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any material failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required a change in the performance location of Executive's office which is deemed unacceptable by the Executive, provided however, it shall not be considered an unacceptable change of location under this provision if such location is Mexico City, Mexico, Sunrise, Florida or McLean, Virginia); and (iv) any purported termination by the Company of the Executive's responsibilities. For purposes of this employment otherwise than for Cause pursuant to Section 5.5(d), any good faith determina-tion of “Good Reason” made by 5.1 prior to the Board shall be conclusiveExpiration Date.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty ninety (6090) days prior written notice to the Company, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment (not pursuant to Section 5.5(c) or Section 5.6) pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, and (iii) continue to provide the Executive with the Benefits the Executive was receiving under Section 4.2 hereof through the date of such termination (to the extent permitted under the terms of applicable insurance and other benefit programs of the Company then in effect and covering the Executive, provided that the Company will take no affirmative action from the time of receiving notice of termination from the Executive through the date of termination which would cause the relevant insurance and other benefits available to the Executive to be reduced in any material fashion or eliminated except as such actions are applicable to all executives of the Company generally), in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. The Company shall have no further liability hereunder (other than for its obligations, if any, (i) in accordance with the terms of options granted to the Executive through the date of termination, (ii) reimbursement for reasonable business expenses incurred by the Executive prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty and (60iii) days of Base Salaryapplicable statutes.
(c) c. Upon termination of the Term of Employment (not pursuant to this Section 5.5 (that is not a termination under 5.5(b) or Section 5.6) by the Executive for Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the same amounts that accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, and a prorated portion of the Bonus earned, if any, for the quarterly Bonus Period, if any, in which the termination occurs, (iii) continue to pay the Executive's Base Salary and Incentive Compensation through the date which is six (6) months after such termination (the period ending on such date being hereinafter called the "Good Cause Termination Continuation Period"), in the manner and at such time as the Base Salary and Incentive Compensation otherwise would have been payable by to the Executive, and (iv) continue to provide the Executive with the Benefits the Executive was receiving under Section 4.2 hereof (to the extent permitted under the terms of applicable insurance and other benefit programs of the Company then in effect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive under Section 5.2 through the end of this Agreement if the Term Good Cause Termination Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or eliminated except as such actions are applicable to all executives of Employment had been terminated by the Company without Causegenerally) during the Good Cause Termination Continuation Period, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. The Company shall have no further liability hereunderhereunder other than its obligations, if any, (i) in accordance with the terms of options granted to the Executive through the date of termination, (ii) reimbursement for reasonable business expenses incurred by the Executive prior to the date of termination, subject, however, to the provisions of Section 4.1, and (iii) applicable statutes.
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.following:
Appears in 1 contract
Termination by Executive. (a) The If Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment terminates this Agreement pursuant to this Section 5.5 (that is not a termination under Section 5.64.5(a) by the Executive without Good Reasonabove, the Company shall pay to Executive the Executive any unpaid Base Salary base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above through the effective date Termination Date.
(b) If Executive terminates this Agreement pursuant to Section 4.5(b) above during the initial year of termination specified the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such notice. The Company shall have installments as would be the case if there had been no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date termination of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive employment pursuant to this SectionSection 4.5(b) above, through the day which is the first (1st) anniversary of Termination Date (such date, the Company may immediately terminate "Good Reason Anniversary Date"); (ii) on and as of the Term of EmploymentGood Reason Anniversary Date, in which case, in addition to Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below; and (iii) and Plan Options scheduled to vest and be exercisable as of the Good Reason Anniversary Date shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement.
(c) If Executive terminates this Agreement pursuant to Section 4.5(b) above at any time after the expiration of the initial year of the Original Term: (i) the Company shall pay to Executive the base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such installments as would be the case if there had been no termination of employment pursuant to Section 4.5(b) above beginning on the day following Termination Date through the date which is six months after the Termination Date (such date, the "Good Reason Six Month Date"); (ii) on and as of the Good Reason Six Month Date, Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below; and (iii) and Plan Options scheduled to vest and be exercisable during the period beginning on the day following the Termination Date through the day which is the first (1st) anniversary of the Termination Date shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement..
(d) If Executive terminates this Agreement pursuant to Section 4.5(c) above, the Company shall pay to Executive the Executive sixty (60) days of Base Salary.
(c) Upon base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above pro rata through the Termination Date by the Company, and if such termination shall occur during the initial year of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good ReasonOriginal Term, the Company shall pay have the right to assert a claim for damages caused to the Executive the same amounts that would have been payable Company by the Company to the Executive reason of Executive's termination in breach of her obligations under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive any accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control (as hereinafter defined), and as a result of the Change in Control, the Executive would be entitled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company, (other than those provided under this Agreement) in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the Company shall provide the Executive with those Additional Benefits, if and only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "CODE"). Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) d. For purposes of this Agreement, “Good Reason” "GOOD REASON" shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iiiin) the Company's requiring the Executive to be based at any office or location outside location, that is not within 50 miles of the area for which Executive was originally hired to work executive's home city except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination, by the Company of the Executive's employment other than for Cause pursuant to Section 5.1, or because of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the termination by the Company of Jerry H. Harrison for any reasxx xxxxx xxxx Xxxse; or (vi) the occurrence of a Change in Control. For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith determina-tion determination of “Good Reason” Reason made by the Board Executive shall be conclusive; provided that the Executive shall not exercise -------- his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Company of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the rightBy Executive, upon sixty thirty (6030) days days' prior written notice to the CompanyCompany and the Bank. In such event, (i) the Company and the Bank shall have no liability to terminate the Term of Employment.
(b) Upon termination Executive hereunder for salary, Bonus or Benefits and no further liability in respect of the Term payment of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by premiums on the Executive without Good Reason, Annuity or the Company shall pay to the Executive any unpaid Base Salary through Supplemental Benefit beyond the effective date of termination specified in such notice. The Company shall have no further liability hereunder except as required by law, and (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the ii) Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by Bank or the Company (as the case may be), unless they otherwise agree, an amount equal to $5,345 times the actual number of years of service (including partial years) completed by Executive under Section 5.2 hereunder, subject to a maximum of five (5), such repayment to be in the form of cash or assignment of the value of the Annuity, as elected by Executive. However, notwithstanding any resignation or other seemingly voluntary departure, Executive's termination of employment shall not be deemed voluntary for purposes of this Agreement if the Term of Employment had been terminated by if, without Executive's express written consent, the Company without Cause. The Company shall have no further liability hereunder.
or the Bank: (di) For purposes downgrades Executive's title, or reduces the nature or scope of Executive's authority and prerogative, or materially increases the nature or scope of his responsibilities and duties, from those applicable to him as of the effective date of this Agreement; or (ii) reduces his base salary; or (iii) fails to provide Executive with a package of Benefits that, though one or more elements may vary from those in effect as of the date of this Agreement, “Good Reason” is substantially comparable to such Benefits; or (iv) changes the location of Executive's principal place of employment to a location that is outside the general metropolitan area of Syracuse, New York; or (v) otherwise breaches this Agreement (the foregoing reasons being collectively referred to herein as a "Material Change"). In the event Executive's employment terminates in consequence of a Material Change, Executive shall mean be entitled to receive, and the Company and the Bank shall be obligated to pay, (i) the assignment his full salary, Bonus and Benefits (to the Executive extent that such continued participation is possible under the general terms and provisions of any duties or responsibilities inconsistent in any respect with such plans and programs) until the Executive's position or earlier of (A) expiration of a similar position in three (3) year period beginning on the Company or one effective date of its subsidiaries, as contemplated by Section 1.2 of this Agreementthe Material Change, or any other action by the Company which results in a substantial and compelling diminution in such position(B) Executive reaches age 65, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by premiums on the Company to comply Annuity in accordance with any the terms of the provisions of Article 3 Section 5 hereof each year until Executive reaches (or Section 4.2 of this Agreementwould have reached) age 63, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside payment in respect of the area for which Supplement Benefits in accordance with Section 8 hereof until Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivereaches or would have reached age 63.
Appears in 1 contract
Termination by Executive. (a) The Executive shall may terminate his employment under this Agreement at all times have the right, upon sixty (60) days written notice any time after providing Notice of Termination to the Company. Such Notice shall state whether the Executive's termination is for "Good Reason". Termination of employment by Executive for Good Reason shall be deemed to have occurred, if Executive provides the Notice of Termination within 60 days (180 days after the event listed in (v) below) after the occurrence of any of the following:
(i) A change in Executive's responsibilities, status, title, or position, which, in Executive's reasonable judgment, represents a diminution of Executive's responsibilities, status, title, or position, or any removal of Executive from, or any failure to terminate the Term re-elect Executive to, any of Employmentsuch titles, offices, or positions, provided that this clause shall not apply if Executive's employment is terminated as a result of: (A) Executive's death, (B) Executive's Total Disability in accordance with Section 5(b), (C) Cause in accordance with Section 5(c), or (D) Executive's voluntary termination in accordance with this Section 5(e) other than for Good Reason.
(bii) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) A reduction by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the CompanyExecutive's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(ciii) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply pay any material amount of current compensation owing to Executive, or any material amount of compensation deferred under any plan, agreement or arrangement of or with any of the provisions of Article 3 or Section 4.2 of this AgreementCompany owing to Executive, other than an isolated, insubstantial and inadvertent within 20 days after the Executive makes written demand for such amount.
(iv) The failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by to obtain an assumption (in form and substance reasonably satisfactory to the Executive; (iii, except in the case of a merger or consolidation which does not constitute a Change in Control for which no separate assumption is necessary) of the obligations of the Company under this Agreement by any successor to the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive any accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control (as hereinafter defined), and as a result of the Change in Control, the Executive would be entitled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company, (other than those provided under this Agreement) in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the Company shall provide the Executive with those Additional Benefits, if and only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "CODE"). Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) d. For purposes of this Agreement, “Good Reason” "GOOD REASON" shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within 50 miles of the area for which Executive was originally hired to work executive's home city except for travel reasonably required in hi the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment other than for Cause pursuant to Section 5.1, or because of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the termination by the Company of Gregory A. Buchholz for any rexxxx xxxxx xxxx Xxxse; or (vi) the occurrence of a Change in Control For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith determina-tion determination of “Good Reason” Reason made by the Board Executive shall be conclusive; provided that the Executive shall not exercise -------- his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Company of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) The Executive shall may, at all times have the righthis option, after complying with this Section, terminate this Agreement:
(i) upon thirty (30) days' notice to Company given within sixty (60) days following the occurrence of any of the following events:
(A) Executive is not elected or retained as Chief Executive Officer and a director of the Company;
(B) The Company materially reduces Executive's duties and responsibilities hereunder. Executive's duties and responsibilities shall not be deemed materially reduced for purposes hereof solely by virtue of the fact that the Company is (or substantially all of its assets are) sold to, or is combined with, another entity provided that (I) Executive shall continue to have the same duties and responsibilities with respect to the Company's restaurant business, and (II) Executive shall report directly to the board of directors of the entity that acquires the Company or its assets.
(ii) in the event of a material breach of the terms of this Agreement by the Company; provided, that Executive shall be required to give written notice to the Company, Company setting forth the nature of the material breach. The Company shall have thirty (30) days following its receipt of Executive's written notice in which to terminate the Term cure its breach before Executive's termination of Employmentthis Agreement shall be effective.
(b) Upon In the event Executive's termination shall be effective under Section 13(a), Executive shall: (i) be paid, in a lump-sum cash payment within thirty (30) days of such termination, an amount equal to his base salary in effect at the time of termination for the following twelve (12) month period, or the remainder of the Term term of Employment pursuant this Agreement, whichever is longer; (ii) receive all Incentive Bonuses earned by or granted to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to Section 4(b) above; and (iii) become fully "vested" under the terms of any stock option agreements executed and delivered prior to, along with, or after this SectionAgreement, the Company may with all such stock options becoming immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salaryexercisable.
(c) Upon termination Executive may, at his option, voluntarily resign as an employee of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
the prior written consent of the Company; provided, that upon any such resignation (d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15not also in accordance with a termination pursuant to Section 13(a) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(dhereof), Executive shall not be entitled to receive any good faith determina-tion of “Good Reason” made by further compensation or benefits under the Board shall be conclusiveterms hereof, except as otherwise specifically provided herein.
Appears in 1 contract
Samples: Employment Agreement (Planet Hollywood International Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) 30 days written notice to the CompanyEmployer, to terminate the Term of Employmentand her employment hereunder.
(b) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive without Good ReasonReason (as defined below), the Company Employer shall pay to the Executive any unpaid Annual Base Salary through the effective date of termination specified in such notice. The Company Employer shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.15(a)). At the Company's sole option, upon receipt The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of notice from any future employment undertaken by the Executive pursuant to as long as she is in full compliance with the terms of this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalaryAgreement.
(c) Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) 11 by the Executive for Good Reason, the Company Employer shall pay to the Executive the same amounts that would have been payable by the Company Employer to the Executive under Section 5.2 10 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company Employer without Cause. The Company Employer shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5(a)).
(d) For purposes of this Agreement, “"Good Reason” " shall mean (A) the occurrence of a Change in Control (as defined in Section 12 hereof) in Employer during the Term and (B) prior to the earlier of the expiration of the Term and one (1) year after the date of the Change in Control, the Term and Executive's employment with Employer is terminated by Employer without Cause, as defined in Section 9(b) (and other than pursuant to Section 7 by reason of the Executive's death or Section 8 by reason of the Executive's disability) or the Executive terminates the Term and her employment as a result of (i) the assignment to the Executive of any duties which are materially inconsistent with or responsibilities inconsistent substantially lesser in any respect with responsibility and scope than those usually performed by a Vice President of the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesCompany, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.Employer promptly
Appears in 1 contract
Termination by Executive. Executive may terminate his employment with or without Good Reason (aas defined below). A termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) The Executive shall at all times have the righta material adverse change in Executive's job responsibilities, upon sixty reporting responsibilities (60) days written notice including no longer reporting directly to the CompanyBoard), titles or elected or appointed offices (including removal as a director) as in effect immediately prior to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified such change; (ii) a reduction by the Company in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred Executive's Base Salary in effect immediately prior to the effective date of terminationsuch reduction, subjectprovided that such reduction is a material diminution of Executive’s Base Salary or results in a material breach of this Agreement; (iii) the failure to make an LTI grant in accordance with Section 4(b) hereof, howeverprovided that such failure is material or results in a material breach of this Agreement; (iv) the total of Base Salary for any calendar year during the Employment Period, plus the targeted incentive bonus amount for that year, plus the value of the LTI grant for that year (at the time of the grant is made) is less than $1.8 million, provided that such amount is materially less than $1.8 million or results in a material breach of this Agreement; or (v) any change of more than 50 miles in the location of the principal place of employment of Executive immediately prior to the provisions effective date of Section 4.1)such change. At For the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreementdefinition, “Good Reason” shall mean no action of the type described in clause (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose above shall constitute "Good Reason" if it was an isolated, insubstantial isolated and inadvertent action not taken in bad faith by the Company and which is if it was remedied by the Company within fifteen (15) 30 days after receipt of written notice thereof given by Executive (or, if the Executive; (ii) any failure by matter is not capable of remedy within 30 days, then within a reasonable period of time following such 30-day period, provided that the Company has commenced such remedy within said 30-day period); provided that "Good Reason" shall cease to comply with exist for any action described in clauses (i) through (v) above on the 60th day following the later occurrence of such action or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. In the event Executive has given the Company written notice thereof on or prior to such 60th day, then Executive must terminate employment for Good Reason within two years following the occurrence of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “applicable Good Reason” made by the Board shall be conclusiveReason event.
Appears in 1 contract
Samples: Employment Agreement (Gentek Inc)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability Executive’s employment hereunder (other than for reimbursement for reasonable business expenses incurred prior to i) at any time during the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Employment Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, Reason (as defined below) or (ii) during the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company Window Period (as defined below) without Causeany reason. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, the “Window Period” shall mean the 30-day period immediately following the first anniversary of the Effective Date, and “Good Reason” shall mean any of the following (without the Executive’s express written consent):
(i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's ’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities or a similar position in the Company or one of its subsidiaries, authority as contemplated by Section 1.2 Paragraph 3(a) of this Agreement, or any other action by the Company which or Noble-Switzerland that results in a substantial and compelling diminution in such position, duties, functions, responsibilities or authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days or Noble-Switzerland promptly after receipt of notice thereof given by the Executive; ;
(ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 Paragraph 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure action not occurring taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; ;
(iii) the Company's ’s requiring the Executive to be based at any office or location outside other than as provided in Paragraph 3(c) of this Agreement or the area for which Company’s requiring the Executive was originally hired to work except for travel reasonably required in on the performance Company’s or its affiliated companies’ business to a substantially greater extent than during the three-year period immediately preceding the Effective Date;
(iv) any failure by the Company to comply with and satisfy Paragraph 17(c) of this Agreement; or
(v) any purported termination by the Company of the Executive's responsibilities’s employment hereunder otherwise than as expressly permitted by this Agreement, and for purposes of this Agreement, no such purported termination shall be effective. For purposes of this Section 5.5(dParagraph 5(d), any good faith determina-tion determination of “Good Reason” made by the Board Executive shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than thirty (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 5.5(a) (that is not a termination under Section 5.5c or 5.6) by the Executive without Good Reason), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company, and (iii) pay to the Executive the Termination Year Bonus as provided in Section 3.2(c). The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At .
c. The Executive shall at all times have the Company's sole optionright, upon receipt of by written notice from not less than thirty (30) days prior to the Executive pursuant termination date, to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty Employment for Good Reason (60) days of Base Salaryas defined below).
(c) d. Upon termination of the Term of Employment pursuant to this Section 5.5 5.5(c) (that is not a termination under Section 5.6) by the Executive for Good Reason), the Company shall pay to the Executive the same amounts that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Upon any termination effected and compensated pursuant to this Section 5.5(d), the Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).
(d) e. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling material diminution in such the Executive’s position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; and (ii) any material failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (Correctional Properties Trust)
Termination by Executive. (a) The for Material Breach by the Company and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement and unless a Disability Period shall be in effect, the Executive shall at all times have the right, upon sixty (60) days exercisable by written notice to the Company, to terminate the Term term of Employment.
employment (bother than those provisions that specifically survive such termination) Upon termination effective 15 days after the giving of such notice, if, at the time of the Term giving of Employment such notice, the Company shall be in material breach of its obligations under this Agreement; provided, however, that with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by the Executive pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, 4.2 and within such 15 day period the Company shall pay have cured all such material breaches of its obligations under this Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company failing to cause the Executive to retain the title of President or, if the Executive is appointed President and Chief Operating Officer, to thereafter retain such title, (ii) the Executive being required to report to persons other than those specified in Section 2; (iii) the Company violating the provisions of Section 2 or any written delegation from the Chief Executive Officer with respect to the Executive's authority, functions, duties, powers or responsibilities (whether or not accompanied by a change in title); (iv) the Company requiring the Executive's primary services to be rendered at a place other than at the Company's principal executive offices in the New York City metropolitan area; (v) the Company breaching its obligations under the last paragraph of Section 2; and (vi) the Company failing to cause the successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement. The Company shall have the right, exercisable by written notice to the Executive, to terminate the Executive's employment under this Agreement without cause, effective at least 30 days after the giving of such notice, which notice shall specify the effective date of such termination. In the event of a termination pursuant to this Section 4.2, the Executive shall remain an employee of the Company as provided in Section 4.2.2. In such case, the following provisions shall apply:
4.2.1 After the effective date of such termination, the Executive shall have no further obligations or liabilities to the Company whatsoever, except that Sections 3.8, 4.6 and 4.8 and Sections 6 through 12 and Annex A shall survive such termination, and the Executive shall be entitled to receive any earned and unpaid Base Salary and deferred compensation accrued through the effective date of such termination specified and a pro rata portion of the Executive's annual bonus for the year in which such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to termination occurs through the date of terminationsuch termination based on the average of the regular annual bonus amounts (excluding the amount of any special or spot bonuses) in respect of the two calendar years immediately preceding the calendar year in which such termination occurs, subject, however, all or a portion of which pro rata bonus will be credited to the provisions Trust Account or the Deferred Plan in accordance with any previous election made by the Executive to defer all or any portion of the Executive's bonus for such year pursuant to Section 4.1). At 3.4.
4.2.2 After the Company's sole optioneffective date of termination pursuant to this Section 4.2, upon receipt the Executive shall remain an employee of notice from the Company for the period ending on the Term Date, and during such period the Executive shall be entitled to receive, whether or not the Executive becomes disabled during such period but subject to Section 6, (a) salary at an annual rate equal to the Base Salary, (b) an annual bonus (all or a portion of which may be deferred by the Executive pursuant to this Section, Section 3.4) in respect of each calendar year or portion thereof (in which case a pro rata portion of such annual bonus will be payable) during such period equal to the average of the regular annual bonus amounts (excluding the amount of any special or spot bonuses) in respect of the two calendar years immediately preceding the calendar year in which such termination occurs (with any partial calendar year bonus appropriately pro rated according to the number of whole or partial months the Executive was employed by the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60such calendar year) days of Base Salary.
and (c) Upon termination deferred compensation as provided in Section 3.3. Except as provided in the second succeeding sentence, if the Executive accepts full-time employment with any other Entity during such period or notifies the Company in writing of his intention to terminate his status as an employee during such period, then the Executive shall cease to be an employee of the Term Company effective upon the commencement of Employment pursuant to this Section 5.5 (that is not a such employment or the effective date of such termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.specified by
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty by written notice not less than (6030) days written notice prior to the Companytermination date, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive upon the termination date any unpaid Base Salary through the effective date of termination specified in such noticenotice or otherwise mutually agreed and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, at the time provided in Section 3.2f. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). At In addition, the Company's sole optionLoans (as described in Section 4.6 hereof), upon receipt to the extent then outstanding, shall become immediately due and payable as of notice from the Executive date of such termination of employment pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base SalarySubsection 5.5(b).
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The In addition, if the termination of the Term of Employment occurs after a Change in Control, and as a result of the Change in Control, the Executive would be entitled to a reduction in the option price for any options granted to the Executive, or any cash payments from the Company (other than those provided under this Agreement), in addition to those specified in Section 5.4, under any plan or program maintained by the Company (the "Additional Benefits"), then the Company shall provide the Executive with those Additional Benefits, if any only to the extent that such Additional Benefits, when added to the amounts payable and the Benefits provided by the Company to the Executive hereunder, will not constitute excess parachute payments with the meaning of Section 280G of the Code. Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.)
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) any purported termination by the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance Company of the Executive's responsibilitiesemployment other than for Cause pursuant to Section 5.1 or because of the Executive's disability pursuant to Section 5.2 of this Agreement; or (iv) the occurrence of a Change in Control. (v) failure to fund written loan request described in Section 4.6. For purposes of this Section 5.5(d), the Executive acknowledges that the Company's holding company functions are headquartered and centralized in Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Executive shall be conclusive; provided that the Executive shall not exercise his right to terminate his employment for Good Reason without first giving sixty (60) days written notice to the Board of the factual basis constituting Good Reason. The Company shall have the right to cure the problem(s) noted by the Executive, before the Executive may terminate his employment for Good Reason.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty ninety (6090) days written notice to the Company, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through and the effective accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination specified in such notice, and a prorated portion of the Incentive Compensation earned, if any, for any incomplete quarterly Bonus Period in which such termination occurs. The Company shall have no further liability hereunder (other than for its obligations, if any, (i) in accordance with the terms of options granted to the Executive through the date of termination, (ii) reimbursement for reasonable business expenses incurred by the Executive prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section(iii) accrued and untaken vacation days, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty and (60iv) days of Base Salaryapplicable statutes.
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement 5.4, and provide to the Executive the same benefits (on the same terms and conditions) that would have been provided to the Executive under Section 5.4 if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder other than its obligations, if any, (i) in accordance with the terms of options granted to the Executive through the date of termination, (ii) reimbursement for reasonable business expenses incurred by the Executive prior to the date of termination, subject, however, to the provisions of Section 4.1, (iii) accrued and untaken vacation days, and (iv) applicable statutes.
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.following:
Appears in 1 contract
Termination by Executive. (a) The Executive shall may resign from employment with the Company:
(i) at all times have any time with immediate effect for Good Reason; or
(ii) at any time without Good Reason by providing to the right, upon sixty (60) days Company at least three months’ advance written notice of resignation; in which case the Executive will be entitled to Salary, Housing Allowance, Benefits and an amount equal to the CompanySalary in lieu of outstanding Vacation entitlement payable up to the Termination Date, to terminate payable on or as soon as practicable following the Term of EmploymentTermination Date.
(b) Upon termination of If the Term of Employment Executive terminates his employment pursuant to this Section 5.5 (that is not a termination under Section 5.6paragraph 5.2(a)(i) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment Executive will be entitled to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position continued payment in the Company or one ordinary course of its subsidiariesTransaction Fees for any Transactions for which the Execution Date was prior to the Termination Date in accordance with Section 4.3, (ii) the Executive will receive a prorated Performance Bonus based upon the actual number of days he worked during the applicable period determined as contemplated by Section 1.2 of this Agreement, or any other action if all Performance Objectives for such year were attained in full and (iii) the SARs will be governed by the Company which results in a substantial terms and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by conditions of the Company SARs Agreement. The Performance Bonus shall be paid within fifteen (15) days following the Termination Date.
(c) If the Executive terminates his employment pursuant to paragraph 5.2(a)(ii) above, the Executive shall forfeit (i) twenty-five (25%) percent of any unpaid Transaction Fees pursuant to Section 4.3 relating to payments made after receipt of notice thereof given by the Executive; Termination Date but with respect to Transactions for which the Execution Date was prior to the Termination Date and (ii) any failure all then unvested SARs.
(d) During the notice period under paragraph 5.2(a)(ii) above, the Executive shall, unless otherwise requested by the Company Company, continue to comply provide Services consistent with any Section 2 as directed by the Board. In the event a successor is appointed as CEO of the provisions of Article 3 or Section 4.2 of this AgreementCompany during the notice period, other than an isolated, insubstantial the notice period shall end automatically (and inadvertent failure not occurring in bad faith the Termination Date shall thereby be deemed to occur) and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive ’s obligation to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board provide Services hereunder shall be conclusiveterminate.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of EmploymentExecutive's employment hereunder.
(b) b. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive any bonuses awarded to the Executive pursuant to Section 3.2 that have not been paid on or before the date of the termination of the Executive's employment with the Company. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At , and (y) payment of compensation for unused vacation days that have accumulated during the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, calendar year in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salarysuch termination occurs.
(c) c. Upon any termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment Executive's employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderhereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article Section 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location more than fifty (50) miles outside of the area for which Executive was originally hired to work City limits of Deerfield Beach, except for travel reasonably required in the performance of the Executive's responsibilities. For purposes ; (iv) any purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive's death pursuant to Section 5.1, or Disability pursuant to Section 5.2, of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by Agreement prior to the Board shall be conclusiveExpiration Date.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's ’s sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary. For all purposes under this Agreement, the failure by Executive to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Executive terminated this Agreement pursuant to this Section 5.5, except that the Executive shall not be entitled to any Base Salary in excess of that which is due through the last day of Executive’s employment hereunder.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's ’s position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company Company, in each case, which results in a substantial and compelling material diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) a material breach by the Company of its obligations to the Executive under this Agreement (which have not been cured within thirty (30) days after notice of such breach from the Executive); and (iv) the Company's ’s requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required where such change in work location does not represent a material change in the performance of the Executive's responsibilitiesgeographic location at which Executive is required to provide services. For purposes of Nothing in this Section 5.5(d), 5.5 shall limit the Company’s right to contest any good faith determina-tion of “Good Reason” made by the Board shall be conclusiveassertion that Executive may make with respect to any such change.
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days by written notice not less than 60 days prior to the Companytermination date, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.65.6 hereof) by the Executive without Good ReasonReason (as defined below), the Company shall shall:
(i) pay to the Executive any unpaid and accrued Base Salary through the effective date of termination of the Term of Employment specified in such notice; and
(ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date on which the Term of Employment terminates. The Upon any termination effected and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.14.1 hereof). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.65.6 hereof) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue to provide or compensate for all benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.5(c) shall be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the termination date. Upon any termination effected and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunderhereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).
(d) For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.mean:
Appears in 1 contract
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to terminate the Term of Employment.
(b) a. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good ReasonReason (as defined below), the Company shall (i) pay to the Executive any accrued but unpaid Base Salary through consideration due under the effective date of bonus program for the preceding year described on EXHIBIT A, if any, ---------- in accordance with the terms and condition set forth on EXHIBIT A, and (ii) pay to the Executive ---------- accrued but unpaid expense reimbursements and benefits, if any, Upon any termination specified in such notice. The effected and compensated pursuant to this Section 5.1, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salaryhereunder.
(c) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts amounts, and shall continue to provide Benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.2 5,4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) c. For purposes of this Agreement, “"Good Reason” " shall mean the termination of this Agreement by Executive not less than 60 days notice following: (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executiveresponsibilities; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside location, that is not within 50 miles of the area for which Executive was originally hired place of performance denoted under Article 3 of this Agreement, excluding required travel on the Company's business; (iv) failure to work except for travel reasonably required make payment under the Promissory Note (as that term is defined in the performance Stock Purchase Agreement) where such payment is not prohibited by applicable loan agreements to which either Ayin Holding Company Inc. or Charys Holding Company, Inc. ("Charys") is a party; or (v) the occurrence of a Change in Control. The Company shall have the right to cure the problem(s) noted by the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “before the Executive may terminate her employment for Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. (a) The Prior to its termination under Section 3, 9 or 11 hereof, Executive's employment with the Corporation can be terminated by the Executive shall at all times have the right, upon sixty fifteen (6015) days written notice of the Corporation. In the event of such termination, the Corporation shall be obligated only to continue to pay Executive his compensation if any, earned to the Companydate of termination. In addition, the Corporation shall pay vested benefits, if any, owed to terminate Executive under any employee benefit/and or welfare plans provided for Executive in accordance with the Term terms of Employmentsuch plans, as in effect on the date of termination of employment and monies owned to Executive for any reason (including but not limited to loans, bonus, vacation, fees expense reimbursement and accrued payroll).
(b) Upon termination of the Term of Employment pursuant Prior to this Section 5.5 (that is not a its termination under Section 5.6) 3, 9 or 10 hereof, Executive's employment with the Corporation can be terminated by the Executive in the event of: (1) the Corporation's breach of any material provision of this Agreement, including, without Good Reasonlimitation, the Company Corporation's failure to provide the Base Salary or employee benefits to which Executive is entitled; (2) except as otherwise provided herein, the Corporation's reduction or change in any material authority, responsibility, prerequisite or prerogative associated with the Executive's Position without the Executive's written consent; (3) the Corporation's assigning the Executive, without the written consent of the Executive, to a place of employment situated beyond a radius of twenty-five (25) miles from the place of employment to which the Executive is assigned as of the date of this Agreement as long as the Executive shall give written notice of the Corporation of his intent to terminate setting forth the basis for such termination and the Corporation shall have thirty (30) days after receipt of such notice to rectify or rebut the claimed basis for termination; or (4) the bankruptcy of or cessation of business by the Corporation. In the event the Executive shall terminate this Agreement for a reason set forth in this Section 11(b), other than under Section 11(b)(4): (i) within 45 days after the date of termination the Corporation shall pay to the Executive any unpaid in a lump sum his Base Salary through for the effective date of termination specified unexpired Term calculated using the amounts stated in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of terminationExhibit A, subjectattached herein, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) plus any benefits earned by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunderCorporation's employee benefit and/or welfare plans (qualified or otherwise).
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusive.
Appears in 1 contract
Termination by Executive. At the election of Executive (a) The at any time if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life, as certified by a physician designated by Executive shall and reasonably acceptable to the Company, (b) for "good reason" upon delivery of written notice of such "good reason" to the Company, or (c) at all times have any time after the rightexpiration of the initial year of the Original Term, upon sixty giving ninety (6090) days written notice to the Company, to terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions which termination shall not be deemed a breach by Executive of Section 4.1)his obligations under this Agreement. At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this AgreementSection 4.5(b) above, “Good Reason” "good reason" shall mean (i) the failure by the Company and I-trax to continue Executive in the position of Managing Director (or such other senior executive position as may be offered by the Company and I-trax and which Executive may in his sole discretion accept); (ii) material diminution by the Board or a senior executive officer of the Company or I-trax of Executive's responsibilities, duties or authority as Managing Director of the Company and I-trax (or such other senior executive position as may be offered by the Company and I-trax and which Executive may in his sole discretion accept) or assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in as Managing Director of the Company and I-trax (or one of its subsidiaries, such other senior executive position as contemplated by Section 1.2 of this Agreement, or any other action may be offered by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsiI-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith trax and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the ExecutiveExecutive may in his sole discretion accept); (iiiii) any failure by the Company to comply with any pay and provide to Executive the compensation provided in Section 3.1 above, which failure is not cured within five (5) business days after written notice of such failure is delivered by Executive to the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the ExecutiveCompany; (iiiiv) the Company's requiring the Executive to be permanently based at anywhere other than within 25 miles of his present office location in Omaha, Nebraska (excluding business related travel); or (v) any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes other material breach of this Section 5.5(d), any good faith determina-tion of “Good Reason” made Agreement by the Board shall be conclusiveCompany, which breach is not cured within thirty (30) days after written notice of such breach is delivered by Executive to the Company.
Appears in 1 contract
Samples: Employment Agreement (I Trax Inc)
Termination by Executive. (ai) The Executive shall at all times have the right, upon at his election, to terminate his employment with the Company by written notice to the Company to that effect if (1) the Company shall have failed to perform a material condition or covenant of this Agreement (a "Material Breach"); provided, however, that termination for a Material Breach will not be effective until Executive shall have given written notice specifying the claimed breach and, provided such breach is curable, the Company fails to correct the claimed breach within thirty (30) days after the receipt of the applicable notice (but within ten (10) days if the failure to perform is a failure to pay monies when due under the terms of this Agreement), or (2) the Company repeatedly commits a Material Breach as to which at least two (2) written notices have been given pursuant to this Section 6(b)(i). If Executive terminates his employment with the Company pursuant to this Section 6(b)(i), then Executive shall be entitled to receive the benefits provided in Section 6(d)(i), (ii) or (iv) hereof, as applicable. For avoidance from doubt, (A) a substantial reduction in Executive's title, duties or responsibilities as the Company's President and Chief Executive Officer, including, without limitation, any circumstance whereby Executive is effectively precluded (other than due to Executive's incapacity) from performing a material portion of the duties associated with his position as a result of any action or inaction on the part of any officers, directors or employees of the Company or its affiliates, (B) the relocation of Executive's office by more than 50 miles from its current location without Executive's consent, (C) any reduction in Executive's Base Salary or a material reduction in the fringe benefits that are being provided to senior executives of the Company, or (D) the failure of any successor to all or substantially all of the business and/or assets of the Company to assume this Agreement, shall be deemed to constitute a Material Breach.
(ii) Executive shall have the right, at his election, to terminate his employment with the Company for reasons other than a Material Breach by sixty (60) days days' prior written notice to that effect. In the Company, to terminate the Term event of Employment.
(b) Upon termination of the Term of Employment by Executive pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason6(b)(ii), the Company shall pay have no severance benefit requirements except that (1) Executive shall be entitled to the Accrued Benefits, less requisite withholdings for tax and social security purposes and (2) Executive any unpaid Base Salary through the effective date shall be entitled to exercise all vested Executive Options in accordance with their terms for a period of termination specified in such notice. The Company shall have no further liability hereunder ninety (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (1590) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivesuch Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Aircraft Braking Services, Inc.)
Termination by Executive. (a) The At his option, Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability his employment hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60i) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, Reason or (ii) if his health should become impaired to an extent that makes the Company shall pay continued performance of his duties hereunder hazardous to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Causehis physical or mental health or his life. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “the termination of Executive's employment hereunder by Executive because of the occurrence of any one or more of the following events shall be deemed to have occurred for "Good Reason” shall mean ":
(iA) a material reduction or a material adverse alteration in the assignment to the Executive nature or scope of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties responsibilities or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action authorities that is not taken in bad faith and which is remedied consented to or approved by the Company within fifteen Executive;
(15) days after receipt of notice thereof given by the Executive; (iiB) any failure by the Company to comply in any material respect with Section 5 hereof that is not consented to or approved by Executive; provided, that, any change in Executive's discretionary bonus as from time to time determined by the Compensation Committee shall not constitute Good Reason for resignation;
(C) the liquidation, dissolution, merger, consolidation or reorganization of the provisions Company or transfer of Article 3 all or substantially all of its assets in a transaction that constitutes a Change of Control, unless the successor (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a substantially all of its assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent 10 hereof;
(D) failure not occurring in bad faith and which is remedied by the Company promptly to comply with any other material term or provision hereof; or
(E) after receipt the occurrence of notice thereof given a Change of Control, the relocation of Executive's job to a site which is 50 miles or more farther away from Executive's principal residence, as relocated as contemplated by Section 5(g), than Executive's job site immediately after such relocation. If the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside effect of the area for which Executive was originally hired to work except for travel reasonably required in the performance occurrence of the Executive's responsibilities. For purposes event described in clauses (A) through (E) of this Section 5.5(d)5(c) may be cured, the Company shall have the opportunity to cure any good faith determina-tion such effect for a period of “Good Reason” made by the Board shall be conclusive30 days following receipt of Executive's Notice of Termination.
Appears in 1 contract
Termination by Executive. (a) a. The Executive shall at all times have the right, upon sixty thirty (6030) days written notice to the Company, to terminate the Term of Employment.
(b) b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticenotice and (ii) pay to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated as of the date on which such termination occurs). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) c. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.liability
(d) d. For purposes of this Agreement, “"Good Reason” " shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or a similar position in the Company or one of its subsidiaries, responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilitiesresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work Coconut Grove, Florida, except for travel reasonably required in the performance of the Executive's responsibilities; (iv) any purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1, or by reason of the Executive's disability pursuant to Section 5.2 of this Agreement, prior to the Expiration Date. For purposes of this Section 5.5(d), any good faith determina-tion determination of “"Good Reason” " made by the Board Executive shall be conclusive.
Appears in 1 contract
Samples: Employment Agreement (Marex Com Inc)
Termination by Executive. 7.1 The Executive may terminate his appointment and employment upon ninety (a90) days prior written notice to that effect to the Corporation.
7.2 The Executive shall at all times have the rightright to terminate this Agreement forthwith upon the occurrence of any one or more of the following events:
7.2.1 if the Corporation becomes insolvent or adjudicated bankrupt; or
7.2.2 upon the commencement of proceedings for the dissolution of the Corporation; or
7.2.3 any serious breach or non-observance of the conditions of this Agreement by the Corporation, upon sixty (60) days written notice which continues after the Corporation has been notified in writing of and been given an adequate period of time to correct such breach or non-observance; or
7.2.4 if there is any material reduction in the responsibilities or authority of the Executive, whether or not the title of Chief Financial Officer is removed; or
7.2.5 if there is any change amounting to a reduction in reporting requirements for the Executive such that he no longer reports to the CompanyBoard of Directors, whether or not the title of Chief Financial Officer is removed; or
7.2.6 in the event that the Corporation requests the Executive to terminate relocate his residence to a different city than Calgary, Alberta, and the Term of EmploymentExecutive does not agree to such relocation.
(b) Upon 7.3 On notice of termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) Agreement by the Executive without Good Reasonas provided under paragraph 7.1, the Company Corporation shall only be required to pay to the Executive any unpaid Base Salary through his salary and benefits until the effective date of the termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from and may either require the Executive pursuant to this Sectioncontinue to perform his duties or dismiss the Executive at any time after delivery of the notice.
7.3.1 On notice of termination of the Agreement by the Executive as provided under paragraphs 7.2.1 to 7.2.6 inclusive, the Company may immediately terminate the Term of Employment, in which case, in addition Corporation shall be required to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant all amounts referred to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay in paragraphs 6.2.1 to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company 6.2.6 inclusive within fifteen (15) days after receipt the effective date of notice thereof given termination, and all of Executive’s previously unvested options shall vest. Vested options under this clause would be exercisable for a period of 90 days from the effective date of termination.
7.3.2 The total amounts due to the Executive shall be paid by the Executive; (ii) any failure by the Company to comply with any of the provisions of Article 3 or Section 4.2 of this AgreementCorporation in a lump sum, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location outside of the area for which Executive was originally hired to work except for travel reasonably required in the performance form of the Executive's responsibilities. For purposes of this Section 5.5(d), any good faith determina-tion of “Good Reason” made by the Board shall be conclusivesalary continuance.
Appears in 1 contract
Samples: Employment Agreement (Canada Southern Petroleum LTD)
Termination by Executive. (a) The Executive shall at all times have the right, upon sixty (60) days written notice to the Company, to may terminate the Term of Employment.
(b) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive without Good Reason, the Company shall pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). At the Company's sole option, upon receipt of notice from the Executive pursuant to this Section, the Company may immediately terminate the Term of Employment, in which case, in addition to the covenants set forth above, the Company shall pay the Executive sixty (60) days of Base Salary.
(c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Executive for Good Reason, the Company shall pay to the Executive the same amounts that would have been payable by the Company to the Executive under Section 5.2 of this Agreement if the Term of Employment had been terminated by the Company without Cause. The Company shall have no further liability hereunder.
(d) For purposes of this Agreement, “Good Reason” shall mean : (i) the assignment at any time by written notice given to the Executive Trust at least ninety (90) days in advance of any duties or responsibilities inconsistent in any respect with the Executive's position or a similar position termination date set forth in the Company or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsi-bilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen notice (15) days after receipt of notice thereof given by the Executive"Executive Termination"); (ii) any failure by the Company to comply with any upon a "Change of the provisions of Article 3 Control"; or Section 4.2 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) except for suspension as described in SECTION 9(b) above, if the CompanyExecutive's requiring authority is materially reduced, if there has been a material adverse change in the Executive's working conditions or if the Trust requires the Executive to be based at any office or location outside of relocate from the Chicago metropolitan area for which and the Executive was originally hired to work except for travel reasonably required in the performance of the Executive's responsibilitiesrefuses ("Constructive Termination"). For purposes of this Section 5.5(dSECTION 9(c), any good faith determina-tion "Change of “Good Reason” made by Control" shall mean: (x) that the members of the Board as of the date of this Agreement fail to constitute a majority of the members of the Board provided that any individual becoming a member of the Board with Executive's consent shall be conclusivetreated as if he or she were a member of the Board as of the date of this Agreement; or (y) the shareholders of the Trust adopt a plan of liquidation or take other action having the effect of a plan of liquidation without the recommendation or approval of the Board. Upon a Performance Termination described in (a) above, the Trust, as its sole obligation, shall pay Executive the Base Salary in existence at the time of Performance Termination and continue to pay the premiums due on the insurance policies referred to in Section 7 hereof each for a period of twelve (12) months commencing on the date of notice of such termination; provided, however, that Executive must continue to provide the services contemplated by SECTION 1 hereof for at least three (3) months after notice of Performance Termination. If Executive does not provide these services, then the Trust shall be obligated to pay Executive the Base Salary and to continue paying the premiums on the insurance policies for a period of only nine (9) months following the notice of Performance Termination. Upon a Performance Termination, all Annual Options not otherwise vested shall fully vest and become exercisable. All such Annual Options, the Initial Options and any Performance Options which have vested pursuant to SECTION 6(c) AND (d) shall be exercised within one hundred twenty (120) days of notice of termination. Upon a termination for "Just Cause," or in the case of an Executive Termination, the Trust shall have no further obligations hereunder, including any obligation to pay the insurance premiums on the policies referenced in SECTION 7; and all Options which: (i) have vested must be exercised within one hundred twenty (120) days of notice of termination; and (ii) have not vested will be cancelled immediately. If the Trust terminates this Agreement or the Executive for any reason other than as set forth in SECTIONS 9(a) OR (b) herein (including before an arbitrator has issued his or her final decision regarding "Just Cause" pursuant to SECTION 9(b)(iv) or before a court has entered a civil judgment) or if the Executive terminates due to a Change of Control or for a Constructive Termination, the Trust shall, as its sole obligation: (x) immediately pay the Executive all Base Salary which would have been paid to Executive, discounted to present value as described below, had the Agreement not been terminated; (y) immediately pay the Executive all Additional Compensation which would have been paid to Executive, discounted to present value as described below, had the Agreement not been terminated, provided that for these purposes the Trust's actual Per Common Share Funds from Operations shall be deemed to have equaled the Target Amount for each period; and (z) continue paying the premiums on the insurance policies referenced in SECTION 7 hereof; provided that amount of all such Base Salary and Additional Compensation due Executive shall be discounted to present value as of the date of termination utilizing a discount rate equal to the yield on three-month Treasury bills on the date of termination as published in the WALL STREET JOURNAL plus 100 basis points. If the date of termination is not a business day, then such discount rate shall be determined by reference to the Treasury bxxx yield on the last business day before the termination date. In addition, all Options granted hereunder shall fully vest and become exercisable except that in the case of a termination for a Change of Control, all such Options must be exercised within one year of Executive exercising the right of termination. Nothing contained herein shall excuse the Trust from its obligation to pay any compensation already due the Executive under this Agreement, but not paid, at the time of termination, or from its obligation to provide the Executive with any benefits already due under this Agreement at the time of termination or to become subsequently due under SECTION 12 hereof.
Appears in 1 contract
Samples: Employment Agreement (Banyan Strategic Realty Trust)
