TERMINATION OF AGREEMENT BY EXECUTIVE. Executive may terminate this Agreement and his employment with the Company without Good Reason upon thirty (30) days prior written notice to the Company. Executive may be required to perform his job duties and will be paid his regular salary up to the date of the termination. At the option of the Company, the Company may require Executive to terminate employment upon receiving said thirty (30) days' notice from Executive of the termination of this Agreement. In such event, the Company will pay to Executive an amount equal to thirty (30) calendar days of his base salary. Executive will not be entitled to receive any other compensation or severance allowance under this Agreement.
TERMINATION OF AGREEMENT BY EXECUTIVE. Upon termination by EXECUTIVE, EXECUTIVE shall be entitled to:
(i) If the termination is voluntary, Salary and Benefits earned or accrued through Termination Date pursuant to Section 2.5(a); or,
(ii) If the termination is because of the occurrence of an event described in Section 2.4(a) or 2.4(b) hereof, EXECUTIVE shall receive compensation under Section 2.5(a) as if such termination were a termination by the COMPANY without Cause.
TERMINATION OF AGREEMENT BY EXECUTIVE. Executive may terminate this Agreement at any time, with or without Cause, upon thirty (30) days notice to the President and CEO. In the event of termination by the Executive, the Executive shall only be entitled to compensation through the last day actually worked.
TERMINATION OF AGREEMENT BY EXECUTIVE. EXECUTIVE may terminate this AGREEMENT (a) if the COMPANY materially changes EXECUTIVE's duties or authority as provided in this AGREEMENT, including assignment to duties materially inconsistent with those set forth herein, material reduction in EXECUTIVE's duties or authority, or material interference by the Board of Directors which adversely affects EXECUTIVE 's ability to perform his duties hereunder, (b) if the COMPANY materially breaches this AGREEMENT, including, without limitation, reducing EXECUTIVE's then current Salary or failing to make any Salary or bonus payment when due and owing or (c) upon ninety (90) days' advance notice.
TERMINATION OF AGREEMENT BY EXECUTIVE. During the Retention Period, Executive shall be deemed to have terminated this Agreement if the Executive voluntarily incurs a Termination of Employment.
TERMINATION OF AGREEMENT BY EXECUTIVE. 1. Executive may terminate this Agreement only for the following Good Reasons: (a) material reduction in duties or responsibilities; and (b) DCL’s material change in the location of the DCL office where Executive works (e.g., not relocation to another location in the Washington D.C. metropolitan area) (“Good Reason”) provided however, that Executive must provide DCL with written notice of the existence of the change constituting Good Reason within thirty-five (35) days of any such event having occurred, and allow DCL thirty (30) days to cure the same. If DCL so cures the change, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured change. In addition, Executive must exercise his right in writing to terminate this Agreement for Good Reason within thirty-five (35) days of the effective date of the applicable change, or such right shall be deemed waived.
2. If Executive terminates this Agreement for Good Reason before the Term of Employment has expired, consistent with DCL’s normal payroll practices, within ten (10) days following the Release Deadline (as defined below), DCL will commence to pay Executive the balance of his/her annual base salary for the lesser of (a) twelve (12) months or (b) the remainder of the Term of Employment (along with the Unit payment referred to below, the “Separation Payment”). However, in no event shall this Separation Payment be less than six (6) months of Executive’s annual base salary. The salary portion of the Separation Payment will be paid in equal increments on regular DCL paydays (based upon the number of months base salary that is payable and the number of paydays per month), less required deductions and withholdings, until the balance is paid in full. In addition, Executive will be paid the portion of his/her Units in the Plan that has vested as of Executive’s last day of employment according to the terms of the Plan, whether such Units were granted under this Agreement or otherwise. Such payment of the Executive’s Units shall be made within ten (10) days following the Release Deadline. This Separation Payment expressly is conditioned on Executive’s signing the Agreement and General Release (“Release”, attached as Attachment 2 and incorporated by reference).
3. No Separation Payment will be made if Executive fails to sign the Release. The Release must be executed and become effective within the sixty (60) calendar day period following the date of the Executive’s “sep...
TERMINATION OF AGREEMENT BY EXECUTIVE. Executive may terminate this Agreement at any time upon six months prior written notice to the board of directors of the Company. If this Agreement is terminated pursuant to this Section 2.3, Executive shall be entitled to only his salary plus accrued vacation pay through the date of such termination, and the Company shall have no further obligations to Executive.
TERMINATION OF AGREEMENT BY EXECUTIVE. 1. Executive shall have “Good Reason” to terminate his employment hereunder upon the occurrence of any of the following: (a) the demotion of Executive or a material reduction in his duties, responsibilities or authority; (b) DCL’s material change in the location of the DCL office where Executive works (e.g., not relocation to another location in New York, New York; (c) a material breach of this Agreement by DCL; (d) a Change of Control of DCL where the successor does not assume this Agreement; (e) a reduction in base salary or target bonus opportunity; (f) a change on the Plan which reduces Executive’s potential benefits thereunder, and (g) a change in the position to whom Executive reports. In the event a change occurs that triggers Executive’s right to terminate this Agreement for Good Reason, Executive must exercise such right in writing to terminate this Agreement for Good Reason within sixty (60) days of the date of the applicable change, so such right shall be deemed waived. A Change in Control shall be deemed to occur upon (i) the dissolution, liquidation or sale of all or substantially all of the assets of DCL; (ii) a merger or consolidation in which the DCL is not the surviving corporation; (iii) a reverse merger in which DCL is the surviving corporation but the shares of DCL’s common stock immediately preceding the merger are converted by virtue of the merger into other property; (iv) the consummation of a transaction or series of transaction (other than an offering of stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than DCL, any of its subsidiaries, an employee benefit plan maintained by DCL or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, DCL) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of DCL possessing more than 50% of the total combined voting power of DCL’s securities outstanding immediately after such acquisition; or (v) the sale or other disposition of all or substantially all the assets of DCL.
2. If Executive terminates this Agreement for Good Reason before the Term of Employment has expired, DCL will pay Executive the following: (a) his vested Units, (b)...
TERMINATION OF AGREEMENT BY EXECUTIVE. 6.1 Executive may voluntarily terminate this Agreement at any time during the Term by giving the Company written notice of his intent to terminate, which termination shall automatically become effective upon the date of such notice or upon such later date (not more than thirty (30) days thereafter) as shall be set forth in such notice. In no event shall the Company be prohibited from immediately terminating this Agreement pursuant to Section 7 hereof if an action or event giving Cause (as defined below) for termination occurs (i) before the date of such notice, or (ii) between the date of such notice and the effective date specified therein.
6.2 In the event Executive voluntarily terminates this Agreement prior to the Completion Date without the prior approval of the Board of Directors of the Company, Executive shall not be entitled to any compensation, remuneration or other sums provided for in this Agreement payable after the termination date (including any payments set forth in Section 4.2 hereof) and the Company and Executive thereafter shall have no further obligations under this Agreement with the exception of the covenants contained in Section 9 herein, which shall survive such termination.
TERMINATION OF AGREEMENT BY EXECUTIVE. Executive may terminate this Agreement and his employment with the Company without cause upon thirty (30) days' prior written notice to the Company. In such a case, Executive may be required to perform his business duties and will be paid his regular salary up to the date of the termination. At the option of the Company, the Company may require Executive to depart from the Company on the date the Company receives thirty (30) days' notice from Executive of the termination of this Agreement, in which case any compensation or benefits described in Section 3 of this Agreement shall automatically terminate and be forfeited by Executive (except for vested stock options).
