Termination Matters. Any past Benefit Plan that has been terminated was done so in material compliance with all applicable Laws. The Company does not have any further liability or obligation pursuant to any Benefit Plans that have been terminated.
Termination Matters. (a) Section 19.5 (Termination for Convenience by Client) is hereby replaced in its entirety with the following:
Termination Matters. A. This Agreement is for an indefinite term and may be terminated by either party, at will, with or without cause. If the termination is without cause, thirty (30) days advance written notice must be provided by the terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, advance notice may be provided at the option of the terminating party, but shall not be required. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:
Termination Matters. Upon termination of the Executive's employment, howsoever occasioned:
(a) all benefit coverage of the Executive's employment shall cease effective the Executive's last day of work, except as may otherwise be provided under the Employment Standards Act;
(b) the Executive will return to the Company all Company property and Confidential Information in the Executive's possession or control including, but not limited to, any keys, pass cards, identification cards, files, computer disks, information and documents, or any other property of the Company; and
(c) the Executive will, as applicable, immediately resign from all offices which she holds with the Company.
Termination Matters. With respect to the Old Employment Agreement and the Stock Appreciation Rights Agreements, Executive and the Company hereby agree as follows:
(a) In consideration of and exchange for the payment of $2.5 million in cash by the Company to Executive (the "Employment Payment") pursuant to the terms of Section 1(c), Executive and the Company hereby terminate the Old Employment Agreement which, after the date hereof, shall have no further force or effect.
(b) In consideration of and exchange for (i) the payment of $6.967 million in cash (the "SAR Payment") pursuant to the terms of Section 1(c) and (ii) the issuance of non-qualified options (the "Options") to purchase 223,913 shares of the Company's Class K Common Stock, par value $.01 per share (the "Class K Stock"), Executive and the Company hereby terminate the Stock Appreciation Rights Agreements, which shall have no further force or effect.
(c) With respect to the Employment Payment and the SAR Payment, Executive may elect to receive all or any portion of such amounts in the form of a promissory note, the terms of which shall be mutually agreeable to Executive and the Company.
(d) The Options shall be subject to the terms and conditions set forth in that certain Non-Qualified Stock Option Agreement attached hereto as Exhibit A.
(e) Following the effectiveness of a registration statement with respect to shares of the Company's Class B Stock with the Securities and Exchange Commission (the "Commission"), the Company shall file with the Commission a registration statement on Form S-8 with respect to the shares of the Company's capital stock underlying any and all options held by Executive and shall maintain the continual effectiveness of such registration statement during the Term, as defined below.
(f) The Company shall take all steps that may be necessary to ensure that, during the term of this Agreement, Executive is appointed to the Board of Directors.
Termination Matters. If Buyer terminates this Agreement for any reason within the first five years from the Commercial Operation Date, Buyer must provide twelve (12) months written notice to Seller to allow Seller to obtain a Seller Replacement Agreement. Following the five-year anniversary
Termination Matters. If Seller terminates this Agreement as a result of a Buyer Event of Default, or if Buyer terminates this Agreement for any reason other than an Event of Default by Seller, Buyer shall be liable for, among other things, the Termination Fee provided in Appendix B. Such amount shall be paid from Buyer to Seller within ten (10) days of any such termination. It is in the Buyer’s interest to inform Seller at least 180 days in advance of any desired termination to allow Seller to obtain a Seller Replacement Agreement. In the
Termination Matters. Upon termination of this Agreement for any other reason other than default by Parent and/or Buyer, Seller shall negotiate with Buyer to sell and transfer to Buyer the computer equipment, software and other information systems property which Buyer determines to be necessary to operate the Business and which Seller does not require for the operation of its business. The purchase price shall be an amount equal to the fair market value of such equipment as the parties mutually determine based on good faith negotiations. To the extent Seller needs to retain certain information systems property, Seller shall negotiate in good faith the terms and condition of the lease or sublease of such properties if such can be achieved. If not sold, subleased or sublicensed to Buyer, as the case may be, Seller shall have the right to obtain possession at end of term of any computer equipment and operating software of the Seller in the possession of Buyer at the expiration of this Agreement. Such possession will be processed in coordination with Buyer so as to not materially interfere with Buyer's operation of its business.
Termination Matters. This Agreement may be terminated prior to the Closing as follows: (i) if the Closing has not occurred by February 28, 2001, this Agreement may be terminated by Starbase or TBI, unless such date is extended by the written consent of the parties hereto, (ii) by the mutual written consent of Starbase and TBI, or (iii) if there is a material breach by a party, the non-breaching party may terminate this Agreement, provided, however, that such termination is the sole and exclusive remedy for any such breach prior to Closing.
Termination Matters
