Termination of Employment Following a Change of Control. (1) Executive shall be entitled to terminate Executive's employment hereunder pursuant to the provisions of this Section 6(f) if (i) within one year following a "Change of Control of UTi Worldwide" (as defined below), (a) Executive terminates his employment for Good Reason (as defined above), or (b) the Company terminates Executive's employment other than for Cause, death or disability, or (ii) after the one (1) year anniversary of a Change of Control of UTi Worldwide, Executive is still employed hereunder and Executive gives written notice to the Company of Executive's voluntary resignation within the thirty (30) day period commencing on the one (1) year anniversary of the Change of Control of UTi Worldwide. (2) For purposes of this Agreement, a "Change of Control of UTi Worldwide" shall be deemed to have occurred if: A. The shareholders of UTi Worldwide approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of UTi Worldwide's assets and properties. B. Any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of UTi Worldwide representing fifty percent (50%) or more of the combined voting power of UTi Worldwide's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of UTi Worldwide: (i) any acquisition directly from UTi Worldwide (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or (ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by UTi Worldwide or any corporation controlled by UTi Worldwide; or (iii) any acquisition by any person who as of the date of this Agreement is a director of UTi Worldwide or by any "person" (as used in Section 13(d) and Section 14(d) of the Exchange Act) controlled by such director. C. During any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of UTi Worldwide cease to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. D. The shareholders of UTi Worldwide approve the dissolution or liquidation of UTi Worldwide. E. The shareholders of UTi Worldwide approve a definitive agreement to merge or consolidate UTi Worldwide with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of UTi Worldwide's ordinary shares immediately prior to the merger. (3) If Executive's employment is terminated under the provisions contained in this Section 6(f), Executive shall be entitled to receive (i) the Minimum Payments and (ii) severance equal to twenty-four (24) months of Executive's then current salary as set forth in Section 5(a). Such severance shall be payable in a lump sum within thirty (30) days after Executive's cessation of employment or as otherwise agreed to by the parties.
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Samples: Employment Agreement (Uti Worldwide Inc), Employment Agreement (Uti Worldwide Inc), Employment Agreement (Uti Worldwide Inc)
Termination of Employment Following a Change of Control. (1) Executive shall be entitled to terminate Executive's ’s employment hereunder pursuant to the provisions of this Section 6(f) if (i) within one year following a "“Change of Control of UTi Worldwide" ” (as defined below), (a) Executive terminates his employment for Good Reason (as defined above), or (b) the Company terminates Executive's ’s employment other than for Cause, death or disability, or (ii) after the one (1) year anniversary of a Change of Control of UTi Worldwide, Executive is still employed hereunder and Executive gives written notice to the Company of Executive's ’s voluntary resignation within the thirty (30) day period commencing on the one (1) year anniversary of the Change of Control of UTi Worldwide.
(2) For purposes of this Agreement, a "“Change of Control of UTi Worldwide" ” shall be deemed to have occurred if:
A. The shareholders of UTi Worldwide approve a definitive agreement to sell(A) A sale, transfer, or otherwise dispose other disposition of all or substantially all of UTi Worldwide's the assets and properties.properties of UTi Worldwide is closed or consummated;
B. (B) Any "“person" ,” “entity” or “group” (as such term is used in within the meaning of Section 13(d13(d)(3) and 14(d14(d)(2)) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), other than UTi Worldwide or any majority owned subsidiary of UTi Worldwide, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of UTi Worldwide representing fifty percent (50%) or more of the combined voting power of UTi Worldwide's ’s then outstanding securitiessecurities that have the right to vote in the election of directors generally; provided, however, that the following shall not constitute a "“Change in Control" of Control of UTi Worldwide:” for purposes of this subclause (B):
(i) i. any acquisition directly from UTi Worldwide (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or
(ii) . any acquisition by an employee benefit plan (or related trust) sponsored or maintained by UTi Worldwide or any corporation entity controlled by UTi Worldwide; or;
(iiiC) any acquisition by any person who as of the date of this Agreement is a director of UTi Worldwide or by any "person" (as used in Section 13(d) and Section 14(d) of the Exchange Act) controlled by such director.
C. During any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of UTi Worldwide cease for any reason to constitute at least a majority thereof, unless the election of each director who is was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.; or
D. The shareholders of (D) UTi Worldwide approve is dissolved or liquidated or a merger, reorganization, or consolidation involving UTi Worldwide is closed or consummated, other than a merger, reorganization, or consolidation in which holders of the dissolution or liquidation combined voting power of UTi Worldwide.
E. The shareholders ’s then outstanding securities that have the right to vote in the election of UTi Worldwide approve a definitive agreement to merge or consolidate UTi Worldwide with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by holders of UTi Worldwide's ordinary shares directors generally immediately prior to such transaction own, either directly or indirectly, fifty percent (50%) or more of the mergercombined voting power of the securities entitled to vote in the election of directors generally of the merged, reorganized or consolidated entity (or its parent company) immediately following such transaction.
(3) If Executive's ’s employment is terminated under the provisions contained in this Section 6(f), Executive shall be entitled to receive (i) the Minimum Payments and (ii) severance equal to twenty-four (24) months of Executive's ’s then current salary as set forth in Section 5(a). Such Subject to Section 6(j) below, such severance shall be payable in a lump sum within thirty sixty (3060) days after Executive's ’s cessation of employment or as otherwise agreed employment. Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in subclause (ii) of the first sentence of this Section 6(f)(3) that Executive execute a general release and waiver prepared by the partiesCompany releasing and forever discharging the Company and the UTi Group and each and all of their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all claims, charges, complaints, liabilities, controversies, rights, demands, costs and expenses, and that such general release become irrevocable within sixty (60) days of Executive’s termination of employment. Executive agrees that Executive will not assign or transfer, or purport to assign or transfer, to any person any claim or a portion thereof or any interest therein that Executive might have against the UTi Group.
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Termination of Employment Following a Change of Control. (1) Executive shall be entitled to terminate Executive's employment hereunder pursuant to the provisions of this Section 6(f) if (i) within one year following a "Change of Control of UTi Worldwide" (as defined below), (a) Executive terminates his employment for Good Reason (as defined above), or (b) the Company terminates Executive's employment other than for Cause, death or disability, or (ii) after the one (1) year anniversary of a Change of Control of UTi Worldwide, Executive is still employed hereunder and Executive gives written notice to the Company of Executive's voluntary resignation within the thirty (30) day period commencing on the one (1) year anniversary of the Change of Control of UTi Worldwide.
(2) For purposes of this Agreement, a "Change of Control of UTi Worldwide" shall be deemed to have occurred if:
A. The shareholders of UTi Worldwide approve a definitive agreement to sell(A) A sale, transfer, or otherwise dispose other disposition of all or substantially all of UTi Worldwide's the assets and properties.properties of UTi Worldwide is closed or consummated;
B. (B) Any "person," "entity" or "group" (as such term is used in within the meaning of Section 13(d13(d)(3) and 14(d14(d)(2)) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than UTi Worldwide or any majority owned subsidiary of UTi Worldwide, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of UTi Worldwide representing fifty percent (50%) or more of the combined voting power of UTi Worldwide's then outstanding securitiessecurities that have the right to vote in the election of directors generally; provided, however, that the following shall not constitute a "Change in Control" of Control of UTi Worldwide:" for purposes of this subclause (B):
(i) i. any acquisition directly from UTi Worldwide (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or
(ii) . any acquisition by an employee benefit plan (or related trust) sponsored or maintained by UTi Worldwide or any corporation entity controlled by UTi Worldwide; or;
(iiiC) any acquisition by any person who as of the date of this Agreement is a director of UTi Worldwide or by any "person" (as used in Section 13(d) and Section 14(d) of the Exchange Act) controlled by such director.
C. During any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of UTi Worldwide cease for any reason to constitute at least a majority thereof, unless the election of each director who is was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.; or
D. The shareholders of (D) UTi Worldwide approve the dissolution is dissolved or liquidation of UTi Worldwide.
E. The shareholders of liquidated or a merger, reorganization, or consolidation involving UTi Worldwide approve is closed or consummated, other than a definitive agreement to merge or consolidate UTi Worldwide with or into another entity or entitiesmerger, the result of which merger reorganization, or consolidation is that less than 50% in which holders of the outstanding combined voting securities of the surviving or resulting entity are, or are to be, owned by holders power of UTi Worldwide's ordinary shares then outstanding securities that have the right to vote in the election of directors generally immediately prior to such transaction own, either directly or indirectly, fifty percent (50%) or more of the mergercombined voting power of the securities entitled to vote in the election of directors generally of the merged, reorganized or consolidated entity (or its parent company) immediately following such transaction.
(3) If Executive's employment is terminated under the provisions contained in this Section 6(f), Executive shall be entitled to receive (i) the Minimum Payments and (ii) severance equal to twenty-four (24) months of Executive's then current salary as set forth in Section 5(a). Such severance shall be payable in a lump sum within thirty (30) days after Executive's cessation of employment or as otherwise agreed employment. Executive agrees that it is a condition precedent to the Company's obligations to pay the severance payments provided for in subclause (ii) of the first sentence of this Section 6(f)(3) that Executive execute a general release and waiver prepared by the partiesCompany releasing and forever discharging the Company and the UTi Group and each and all of their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all claims, charges, complaints, liabilities, controversies, rights, demands, costs and expenses. Executive agrees that Executive will not assign or transfer, or purport to assign or transfer, to any person any claim or a portion thereof or any interest therein that Executive might have against the UTi Group.
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