Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (x) alter, reduce, or eliminate any of the Executive’s duties, (y) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (z) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death. (b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice. (i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months Base Salary, payable as follows: (A) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as least 10 days after the termination date, and (B) a continuing payment (per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive nine-month period commencing on the third month following the termination date. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment. (ii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 8, 9, 10 and 11 of this Agreement. (iii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (x) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (y) a felony; (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (x) alter, reduce, or eliminate any of the Executive’s duties, (y) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (z) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(g) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to [12 months months] Base Salary, payable as follows: (A) a lump sum payment equal to three [three] months’ Base Salary shall be paid in the first payroll that is as least 10 [10] days after the termination date, and (B) a continuing payment (per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive [nine-month month] period commencing on the third month following the termination date. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(ii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (x) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (y) a felony; (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (xi) alter, reduce, or eliminate any of the Executive’s duties, (yii) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (ziii) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive he will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s his duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(g) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(ic) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months Base Salary, payable as follows: (Ai) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as least 10 days after the termination date, and (Bii) a continuing payment (per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive nine-month period commencing on the third month following the termination date. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(iii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iiiii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (xi) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (yii) a felony; or (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) that the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (xi) alter, reduce, or eliminate any of the Executive’s duties, (yii) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (ziii) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive he will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s his duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(j) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months Base Salary, payable as follows: (A) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as at least 10 days after the termination date, and (B) a continuing payment (per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive nine-month period commencing on the third month following the termination date. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(ii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (xi) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (yii) a felony; or (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) that the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (xi) alter, reduce, or eliminate any of the Executive’s duties, (yii) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (ziii) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive he will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s his duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(j) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months of Executive’s then current Base Salary, Salary payable as follows: (A) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as least 10 days after the termination date, and (B) a continuing payment (salary continuation per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive ninetwelve-month period commencing on the third date of termination of employment; provided, however, that during such twelve-month following severance period you actively seek comparable employment and Xxxxxxxxx 0000-00-0 EXECUTION VERSION.docx upon subsequent employment the termination dateCompany’s obligation to you shall be reduced by any base salary you earn (whether paid currently or deferred) during such severance period from your subsequent employer. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(iii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iiiii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (xi) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (yii) a felony; or (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written Xxxxxxxxx 0000-00-0 EXECUTION VERSION.docx advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) that the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once accepted, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable notice period, if any. During the notice period, the Company reserves the right, in its sole discretion, to (xi) alter, reduce, or eliminate any of the Executive’s duties, (yii) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (ziii) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the notice period, the Executive acknowledges and agrees that Executive he will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s his duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(j) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months Base Salary, payable as follows: (Ai) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as least 10 days after the termination date, and (Bii) a continuing payment (per the Company’s payroll policies and practices) of Executive’s Base Salary for a consecutive nine-month period commencing on the third month following anniversary of the termination date. .. The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(ii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (x) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (y) a felony; (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
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Termination of the Term. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that (i) the Company shall be required to give Executive at least 30 days advanced written notice or payment in lieu thereof if the termination is without Cause and (ii) Executive shall be required to give the Company at least 90 days advance written notice of any resignation of Executive’s employment hereunder. The Company may at its sole discretion waive all or part of the notice or allow the Executive to pay in lieu of the notice. Any resignation would have to be accepted by the Company to become effective. Once acceptedFor clarity, the resignation cannot be withdrawn by the Executive without the express consent of the Company. For the avoidance of doubt, the Company shall not be required to give Executive any notice or payment in lieu of such notice if the termination is for Cause. The Employment terminates at the end of the applicable 90-day notice period, if any. During the 90-day notice period, the Company reserves the right, in its sole discretion, to (xi) alter, reduce, or eliminate any of the Executive’s duties, (yii) require the Executive to remain away from the Company’s premises (and/or restrict the Executive’s access to the Company’s network, computers and email systems), and/or (ziii) take any such other action as may be necessary to facilitate the transition process associated with the termination of the Executive’s employment. During the 90-day notice period, the Executive acknowledges and agrees that Executive he will remain employed by the Company and, as a Company employee, shall continue to act in a manner consistent with the Executive’s contractual, common law and other legal obligations to the Company, including adhering to the Company’s policies and, if requested to do so by the Company, shall assist in the transition of Executive’s his duties as reasonably requested by the Company. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death.
(b) Following any termination of Executive’s employment, notwithstanding any provision to the contrary except as otherwise set forth in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(f4(h) accrued or incurred through the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable statute. For the avoidance of doubt, (x) any unpaid Annual Bonus is forfeited if Executive’s employment is terminated for any reason reason; and (y) the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or without advance notice.
(i) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, Executive shall be entitled to receive severance payments in an aggregate amount equal to 12 months Base Salary, payable as follows: (A) a lump sum payment equal to three months’ Base Salary shall be paid in the first payroll that is as least 10 days after the termination date, and (B) a continuing payment (per accordance with the Company’s regular payroll policies and practices) of . The severance payments shall commence 60 days following Executive’s Base Salary for a consecutive nine-month period commencing on the third month following the termination date“separation from service” (as defined in Treasury Regulations Section 1.409A-1(h)). The amounts payable under this Section 5(c)(i) are inclusive of any statutory notice, pay in lieu of notice and statutory severance entitlements, if any, and any amounts required to be paid to Executive in the event a court of competent jurisdiction determines Executive has been constructively dismissed from employment.
(ii) Any severance payments or benefits under Section 5(b)(ii) and 5(c)(i) shall be (A) conditioned upon Executive having provided within 30 60 days following Executive’s separation from service an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form reasonably satisfactory and substance substantially similar to the Companyrelease annexed hereto subject to changes as necessary to effectuate a valid waiver of claims, that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 9 and 10 of this Agreement and 11 (C) subject to the provisions of Section 19(d) of this Agreement.
(iii) For purposes of this Agreement, “Cause” means: (A) a final non-appealable conviction of, or a pleading of no contest to, (xi) a crime of moral turpitude which causes serious economic injury or serious injury to the Company’s reputation or (yii) a felony; or (B) fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which has caused serious and demonstrable injury to the Company; (C) material violation by Executive of any material Company policy applicable to Executive; (D) willful and continuing failure to substantially perform Executive’s duties (other than for reason of physical or mental incapacity) which failure to perform continues beyond fifteen (15) days after a written demand for substantial improvement in Executive’s performance, identifying specifically and in detail the manner in which improvement is sought, is delivered to Executive by the Company; provided that a failure to achieve performance objectives shall not by itself constitute Cause and no act or failure to act by Executive shall be considered “willful” unless done or failed to be done by Executive in bad faith and without a reasonable belief that Executive’s actions or omission was in the best interest of the Company; (E) Executive’s failure to reasonably cooperate in an investigation involving the Company by any governmental authority; (F) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988, or the United States Foreign Corrupt Practices Act of 1977, as amended; provided, that, if all of the following conditions exist, there will be a presumption that Executive have acted in accordance with such applicable laws: Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion; (G) Executive’s failure to follow the lawful directives of Executive’s supervisor which is not remedied within fifteen (15) days after Executive’s receipt of written notice from the Company specifying such failure; or (H) Executive’s use of alcohol or drugs which materially interferes with the performance of Executive’s duties; or (I) habitual unauthorized absence or unauthorized absence for a period exceeding eight (8) days; or (J) any form of harassment, including sexual harassment, by the Executive, while being employed in the Company.
Appears in 1 contract
