Common use of Termination Notice and Procedure Clause in Contracts

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 12 contracts

Samples: Change in Control Severance Agreement (REV Group, Inc.), Change in Control Severance Agreement (REV Group, Inc.), Change in Control Severance Agreement (REV Group, Inc.)

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Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 23 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 11 contracts

Samples: Key Executive Employment and Severance Agreement (Bucyrus International Inc), Key Executive Employment and Severance Agreement (Bucyrus International Inc), Key Executive Employment and Severance Agreement (Bucyrus International Inc)

Termination Notice and Procedure. Any Covered Termination by the Company Employer or the Executive (other than a termination of the Executive's employment referenced in the last sentence of Section 1(h) hereof) shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 24 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this AgreementAgreement pursuant to Subsection 1(d)(iii) hereof. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the any Notice of Termination shall personally deliver or mail in accordance with Section 17 24 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 4 contracts

Samples: Key Executive Employment and Severance Agreement (Banta Corp), Executive Employment and Severance Agreement (Banta Corp), Key Executive Employment and Severance Agreement (Banta Corp)

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 23 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 3 contracts

Samples: Key Executive Employment and Severance Agreement (Schultz Holding Co Inc), Key Executive Employment and Severance Agreement (Northland Cranberries Inc /Wi/), Key Executive Employment and Severance Agreement (Schultz Sav O Stores Inc)

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 23 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. No such detail need be provided for a Discretionary Termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof; provided, however, that a Notice of Termination relating to a Discretionary Termination shall not be subject to dispute for any reason by the Company or otherwise. After the expiration of such fifteen (15) daysdays (or immediately upon receipt of a Notice of Termination relating to a Discretionary Termination), the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 2 contracts

Samples: Key Executive Employment and Severance Agreement (Bucyrus International Inc), Key Executive Employment and Severance Agreement (Bucyrus International Inc)

Termination Notice and Procedure. Any Covered Termination by the Company Company, any of its Affiliates or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the CompanyCompany or one of its Affiliates, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 24 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company or one of its Affiliates shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 24 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 2 contracts

Samples: Key Executive Employment and Severance Agreement (Fresh Brands Inc), Key Executive Employment and Severance Agreement (Fresh Brands Inc)

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 23 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (No such detail need be provided for in a Discretionary Termination). (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof; provided, however, that a Notice of Termination relating to a Discretionary Termination shall not be subject to dispute for any reason by the Company or otherwise. After the expiration of such fifteen (15) daysdays (or immediately upon receipt of a Notice of Termination relating to a Discretionary Termination), the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 2 contracts

Samples: Executive Employment and Severance Agreement (Northland Cranberries Inc /Wi/), Key Executive Employment and Severance Agreement (Northland Cranberries Inc /Wi/)

Termination Notice and Procedure. Any Covered Termination by the Company Employer or the Executive (other than a termination of the Executive's employment referenced in the last sentence of the definition of "Effective Date") shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 24 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this AgreementAgreement pursuant to subparagraph (iii) of the definition of "Cause." (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the any Notice of Termination shall personally deliver or mail in accordance with Section 17 24 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 1 contract

Samples: Key Executive Employment and Severance Agreement (Banta Corp)

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Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the Company, and or to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 3.11 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company pursuant to a Covered Termination shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver deliver, or mail in accordance with Section 17 hereof 3.11 hereof, written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 1 contract

Samples: Employment Agreement (Northland Cranberries Inc /Wi/)

Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination as a result of death) shall be communicated by a written notice of termination (“Notice of Termination Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 hereof15: (a) If such termination is for disabilityDisability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this AgreementAgreement pursuant to Section 1(b)(iii). (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the any Notice of Termination shall personally deliver or mail in accordance with Section 17 hereof 15 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) 15 days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be 30 days. After the expiration of such fifteen (15) daysperiod, the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 1 contract

Samples: Employment Agreement (Pentair LTD)

Termination Notice and Procedure. Any Covered Termination by the Company Company, any of its Affiliates or the Executive shall be communicated by written Notice of Termination to the Executive, if such Notice is given by the CompanyCompany or one of its Affiliates, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 24 hereof: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (No such detail need be provided for a Discretionary Termination). (b) Any Notice of Termination by the Company or one of its Affiliates shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entitycorporation) then in office. (c) The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s 's employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the The recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 24 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof, provided, however, that a Notice of Termination relating to a Discretionary Termination shall not be subject to dispute for any reason by the Company or otherwise. After the expiration of such fifteen (15) daysdays (or immediately upon receipt of a Notice of Termination relating to a Discretionary Termination), the contents of the Notice of Termination shall become final and not subject to dispute.

Appears in 1 contract

Samples: Key Executive Employment and Severance Agreement (Fresh Brands Inc)

Termination Notice and Procedure. Any Covered Termination termination by the Company for Cause as provided under Paragraph 5B hereof or the by Executive as provided under Xxxxxxxxx 0X hereof, shall be communicated made by written Notice of Termination to the Executiveother party delivered by hand or certified mail (postage prepaid), return receipt requested, addressed, if such Notice is given by the Company, and to the Company, at its main office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, or if such Notice is given by to the Executive, all at the address set forth on the signature page of this Agreement (or such other address as shall be specified in writing by either party to the other). Any such Notice of Termination shall be made in accordance with the following procedures and those set forth in Section 17 hereofprocedures: (ai) If such termination is for disability, Cause or Good Reason, the Any Notice of Termination for Cause under Paragraph 5B shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. Any termination of employment by Executive under Xxxxxxxxx 0X xxxxx xxxxx such terminationfact therein. (bii) Any Notice of Termination by the Company for Cause under Paragraph 5B hereof shall have been approved, prior to the giving thereof to the Executive, be approved by a resolution duly adopted in good faith by a majority of the directors Directors of the Company (or any successor entitycorporation) then in office, specifying in detail the basis for such termination. (ciii) The Executive shall have In the event of a purported termination by the Company for Cause, if within thirty (30) days, or such longer period as days following the Company may determine to be appropriate, to substantially cure any conduct or act, if curable, alleged to provide grounds for termination date of the Executive’s employment for Cause under this Agreement. (d) Except as otherwise provided in Section 1(k) hereof, the recipient receipt of the Notice of Termination Termination, one party notifies the other that a dispute exists concerning the basis for termination, this Agreement shall personally deliver or mail in accordance with Section 17 hereof not be terminated until the dispute is finally resolved either by mutual written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents agreement of the Notice of Termination shall become final and not subject to disputeparties, or by arbitration as provided in Paragraph 7F hereof.

Appears in 1 contract

Samples: Consulting Agreement (North Country Financial Corp)

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