Termination of Employment; Effect of Termination of Employment. Executive’s employment pursuant to this Agreement shall terminate upon any of the following occurrences, with the following effects:
(a) The expiration of 38 months following the Effective Date of this Agreement, or if Executive’s employment is extended by the written mutual agreement of the Corporation and Executive or in accordance with Section 5 in the event of a Change in Control, the expiration of the period of extension. Subject to Section 5, in the event Executive’s employment is terminated pursuant to this Section 4(a), the Corporation shall pay to executive the compensation, including but not limited to salary and prorated bonus, that would otherwise be payable to the Executive up to the end of the month in which her termination of employment occurs.
(b) At the election of the Corporation for any reason, with or without Cause, during the period that this Agreement is in effect, including any period of extension. In the event Executive’s employment is terminated at the election of the Corporation pursuant to this Section 4(b) other than for Cause, a Change in Control of the Corporation, or Executive’s death or disability, and prior to the expiration of 38 months following the Effective Date of this Agreement, or if Executive’s employment is extended by the written mutual agreement of the Corporation and Executive, the expiration of the period of extension, the Corporation shall provide Executive with a severance benefit determined on the basis of twelve (12) months of Executive’s monthly base salary, as defined in Section 3(a), as of the date of termination. The severance benefit shall be paid in installments, each equal to Executive’s monthly base salary as of the date of termination, net of any required withholdings, for a period of twelve (12) months from the date of Executive’s termination of employment, or until such earlier date as the President or Chief Executive Officer of the Corporation has made a determination based on substantial evidence that Executive has materially violated any of the provisions of Sections 8, 9,10 or 11, whichever occurs earlier. Any severance payment that is more then 30 (days) in arrears (the “late date”) shall be credited with interest from such late date at a rate of ten percent (10%) per annum. Such severance payments shall be in full /s/ Xxxxx Xxxxx Executive /s/ Xxxx X. Xxxxx Corporation
Termination of Employment; Effect of Termination of Employment. (a) Executive’s employment hereunder will terminate upon the first to occur of the following:
(i) in accordance with the terms of Section 7(f) upon written notice to Executive upon the determination by the Company that Executive’s employment will be terminated for any reason which would not constitute Justifiable Cause (as herein defined);
(ii) upon written notice to Executive upon the determination by the Company that there is Justifiable Cause for such termination;
(iii) automatically upon the death of Executive;
(iv) in accordance with the terms of Section 7(e) upon the Disability (as herein defined) of Executive;
(v) upon Executive’s voluntary termination of employment. Executive agrees to provide sixty (60) days’ prior written notice of voluntary termination to the Company; or
(vi) Upon the expiration of the Term set forth in Section 2.
(b) For the purposes of this Agreement:
Termination of Employment; Effect of Termination of Employment. (a) Executive’s employment hereunder will terminate upon the first to occur of the following:
(i) in accordance with the terms of Section 8(f) upon written notice to Executive upon the determination by the Company that Executive’s employment will be terminated for any reason which would not constitute Justifiable Cause (as herein defined);
(ii) upon written notice to Executive upon the determination by the Company that there is Justifiable Cause for such termination;
(iii) automatically upon the death of Executive;
(iv) in accordance with the terms of Section 8(e) upon the Disability (as herein defined) of Executive;
(v) in accordance with the terms of Section 8(f) upon Executive’s notice to the Company of Executive’s determination to voluntarily terminate Executive’s employment for Good Reason;
(vi) upon Executive providing the Company with thirty (30) days’ written notice of Executive’s determination to voluntarily terminate Executive’s employment without Good Reason; or
(vii) Upon the expiration of the Term set forth in Section 2.
(b) For the purposes of this Agreement:
Termination of Employment; Effect of Termination of Employment. This Agreement shall terminate upon any of the following occurrences, with the following effects:
(a) As a Result of Non-
Termination of Employment; Effect of Termination of Employment. Consultant’s employment with the Company and any affiliate shall terminate effective as of the earlier of (i) 60 days after the Acceptance Time, (ii) such date that the Company notifies Consultant in writing that Consultant’s employment is terminated, or (iii) Consultant’s death, (the “Employment Termination Date”). The Company and Consultant acknowledge and agree as follows:
(a) The Company acknowledges and agrees that (i) during the period from the Acceptance Time through the Employment Termination Date, Consultant will receive base salary at a rate no less than the rate in effect as of immediately prior to the Acceptance Time and, except as provided in clause (iii) below, continue to be eligible to participate in the Company’s or an affiliate’s employee benefit plans, programs, and arrangements on the same basis as he was eligible to participate immediately prior to the Acceptance Time; (ii) it will pay Consultant any unpaid salary and accrued but unused vacation or paid time off as of the Employment Termination Date in the time period required by law; (iii) in lieu of any bonus under the Company’s 2011 Performance Bonus Plan, it will pay Consultant a bonus equivalent to 80% of Consultant’s “gross salary” (as that term is defined in the Company’s 2011 Performance Bonus Plan) in effect as of immediately before the Acceptance Time, prorated through the Employment Termination Date if such date occurs before December 31, 2011, in a cash lump sum within three business days after the Employment Termination Date; (iv) it will continue to reimburse Consultant for any business expenses incurred by him through the Employment Termination Date, and reimburse Consultant for any unreimbursed business expenses incurred by him through the Employment Termination Date, in accordance with the Company’s customary practices concerning expense reimbursement, but in no event later than the 15th day of the third month following the end of the calendar year in which the Employment Termination Date occurs; (v) the termination of Consultant’s employment on the Employment Termination Date entitles Consultant to the severance and other benefits under the Change of Control Agreement upon Consultant’s satisfaction of the conditions for payments set out therein; (vi) the termination of Consultant’s employment on the Employment Termination Date constitutes a “separation from service” under Treasury Regulation Section 1.409A-1(h); and (vii) the Company’s obligations under the Change of ...
Termination of Employment; Effect of Termination of Employment
