Termination of Your Employment. In the event the Company makes an Offer of Continued Employment, you may elect to accept or decline such offer. If you accept such offer, your eligibility to receive the termination benefits set forth herein shall be extended to such date as you and the Company agree, or the date upon which the Company terminates your employment without Cause. In the event you decline the Offer of Continued Employment, you will be expected to retire on September 30, 2002, and you will be entitled to receive the termination benefits set forth herein. Assuming you retire on September 30, 2002, you will be eligible for a pay out under the 2002 Executive Annual Incentive Plan, but you will not be eligible for any further stock option grants.
Termination of Your Employment. You are currently employed by the Company under the terms of an amended and restated employment agreement, dated December 16, 2009, as amended on November 4, 2011, February 3, 2012 and October 31, 2013 (your “Employment Agreement”). You hereby resign as the Company’s President and Chief Executive Officer and terminate your employment by the Company in accordance with Section 4.6 of your Employment Agreement. The Company hereby waives notice under such section and accepts your resignation. Your Employment Agreement is hereby terminated effective the date hereof, and you will no longer be entitled to any benefits thereunder. You will remain employed by the Company as an advisor until May 16, 2014 (your “Separation Date").
1.1. From the date hereof until your Separation Date: (a) the Company will pay you a salary at the rate of $395,000 per annum in equal, periodic installments in accordance with the Company’s normal payroll procedures; (b) you will continue to receive the benefits provided for in Section 3.3 (Benefits) and, subject to the following sentence, Section 3.5 (Automobile) of your Employment Agreement; and (c) you will be bound by the provisions of Section 5 (Protection of Confidential Information; Non-Competition) of your Employment Agreement. You agree to take all action and pay all expense necessary for you to transfer and assume the automobile lease for the automobile provided for your use by the Company, to take effect on or prior to your Separation Date. If you fail to so transfer and assume the lease, any resulting cost or expense to the Company with respect to such lease, or the termination thereof, will be deducted from the payment provided for in Paragraph 2.1 below. You also agree that you will maintain in full force and effect and not reduce the coverage under the existing insurance on said automobile until after the lease is transferred and assumed by you.
1.2. From and after your Separation Date, you will have no further obligations to render services as an employee of the Company and, subject to the provisions of Paragraph 3 below and the Consulting Agreement (defined below), you will be free to accept employment with or otherwise render services for any other business entity. In accordance with Section 4.8 of your Employment Agreement, at the Company’s request, you hereby resign as a director of the Company and the Company accepts your resignation.
1.3. The Company will (a) pay you all earned and previously approved bonuses for fisc...
Termination of Your Employment. 5.1 Your employment may be terminated by either party giving not less than six (6) months written notice to the other party.
5.2 If the Board terminates your employment on notice, you may be required to remain in Telstra's service for all or part of the notice period; be paid at your Fixed Remuneration rate in lieu of notice; or be paid at your Fixed Remuneration rate for the notice period but not required to attend for work during the notice period. This will be determined through negotiation between you and the Board.
5.3 The Board may terminate your employment if you commit any act of serious misconduct, which includes breach of Telstra Policy. In the event of such termination you will be entitled only to Fixed Remuneration to the date of termination, which shall be immediate.
5.4 If the Board terminates your employment for any reason other than serious misconduct, you will receive, in addition to any payment in lieu of notice, a termination payment which is the lesser of:
(a) Your Fixed Remuneration for the period through to completion of this contract; and
(b) Twelve (12)
Termination of Your Employment a) You will not be entitled to any Award or P&O Bonus if, prior to payment, (1) you voluntarily terminate your employment without “Good Reason,” (2) you die, or (3) your employment is terminated for "Cause".
b) For purposes of this agreement, “Good Reason” means (i) a 10% reduction in your salary and/or bonus opportunity, (ii) a material adverse change in your role, duties or responsibilities, (iii) reassignment to a work location more than 30 miles from your current principal place of employment, (iv) not being offered continued employment with any successor in interest to the Business, (v) declining continued employment with any successor in interest to the Business because the proposed terms of employment would trigger “Good Reason,” or (vi) any other material breach of this Severance Agreement or the Retention and Severance Award.
Termination of Your Employment. 11.1 The written notice required to terminate your employment from you (including due to your resignation) or from the Company is not less than six months.
Termination of Your Employment. You will not be entitled to any severance benefit if (1) you voluntarily terminate your employment without “Good Reason,” (2) you die, or (3) your employment is terminated for "Cause". For purposes of this Severance Agreement, “Good Reason” means (i) a material reduction of more than 20% in aggregate in your salary and/or bonus opportunity, (ii) a material adverse change in your role, duties or responsibilities, (iii) reassignment to a work location more than 30 miles from your current principal place of employment, (iv) not being offered continued employment with any successor in interest to the Business, (v) declining continued employment with any successor in interest to the Business because the proposed terms of employment would trigger “Good Reason,” or (vi) any other material breach of this Severance Agreement or the Retention and Severance Award. For purposes of this Severance Agreement, "Cause" means (i) your commission of an act of dishonesty, fraud, misrepresentation, embezzlement or actua1/attempted intentional physical violence or other offensive contact against ITW, the Business, any successor in interest to the Business, or any of their respective employees, clients, or suppliers; (ii) your material breach of any of your obligations under this Severance Agreement, or any other agreement between you and ITW, the Business or any successor in interest to the Business; (iii) a material violation of the written policies of ITW, the Business or any successor in interest to the Business which is likely to cause ITW, the Business or a successor to suffer economic or reputational injury; (iv) your willful refusal to perform your essential duties for ITW or the Business or any successor in interest to the Business, or to follow the lawful written directions of ITW, the Business or any successor in interest to the Business; (v) your conviction of, or plea of no contest to, any felony or any crime involving moral turpitude; (vi) any willful act or reckless omission by you which is, or is reasonably likely to be, injurious to the financial condition or business reputation of ITW, the Business, any successor in interest to the Business, or any of their respective employees, clients, or suppliers; (viii) your inability, as a result of alcohol or drug use, to perform the essential duties and/or responsibilities of your position. Notwithstanding the foregoing, no act omission which is curable shall constitute grounds for “Cause,” unless you have receive detai...
Termination of Your Employment. 13.1 The Company may at any time terminate your employment immediately without notice or payment in lieu of notice (and with no liability to make any further payment to you except for monies due and owing at the date of termination), without prejudice to any rights or claims which it may have against you, if at any time you:
13.1.1 commit serious misconduct or any serious or repeated breach or non-observance of any of the provisions of this Agreement or any Company policies;
13.1.2 in the reasonable opinion of the Company, wilfully neglect to perform or prove to be incapable of properly performing your duties (otherwise than as a result of illness, accident or other such incapacity);
13.1.3 are adjudged bankrupt, compound with your creditors, suffer execution against your effects or have a county court administration order made against you;
13.1.4 commit any act of fraud or dishonesty (whether or not connected with your employment) which may bring the Company or any Group Company into disrepute or is materially adverse to their interests;
13.1.5 are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
13.1.6 cease to be eligible to work in the United Kingdom; or
13.1.7 are for any reason no longer authorised to carry out a Regulator-controlled function for which you are employed.
13.2 The rights of the Company under clause 13.1 are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this Agreement by you as having brought this Agreement to an end. Any delay by the Company in exercising its rights to terminate will not constitute a waiver thereof.
13.3 The Company reserves the right to pay Salary and an amount equal to the cost of providing your benefits (excluding bonus) for the applicable Notice Period in lieu of notice of termination of your employment.
Termination of Your Employment. The Company, at its option, may terminate your employment for any reason or no reason at any time, and you, at your option, may terminate your employment for any reason or no reason at any time. Any party terminating your employment under this section shall provide the other party with written notice thereof 30 days before the date such termination shall be effective (“Termination Notice”), unless your employment is terminated by the Company for Cause (as defined in Section 10) in which case the effective date of termination will be the date of the Company’s Termination Notice, although the Company may provide a later effective date in the Termination Notice.
Termination of Your Employment. You will not be entitled to any severance benefit if (1) you voluntarily terminate your employment without “Good Reason,” (2) you die, or (3) your employment is terminated for "Cause". For purposes of this Severance Agreement, “Good Reason” means (i) a material reduction of more than 20% in aggregate in your salary and/or bonus opportunity, (ii) a material adverse
Termination of Your Employment
