Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (including, without limitation, the Company's obligations to provide any compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate. (b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i) through (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.
Appears in 1 contract
Samples: Employment Agreement (Ixnet Inc)
Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company IPC is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reasonresignation, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company IPC for Due Cause, this Agreement (shall terminate including, without limitation, the CompanyIPC's obligations to provide any compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminatehereof.
(b) In the event that the Executive's employment with the Company IPC is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company IPC prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i(i) through (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6resignation, 7 and 8(ii) death, (iii) Disability or (iv) the Company Executive's discharge by IPC for Due Cause, IPC shall continue to pay to the Executive his the Executive's Base Salary for the greater of the remainder of the Term (assuming that the Term would expire as of the last day of the then-effective Term without regard to renewals) or one year (the "Severance Period"extension thereof), and shall pay to the Executive any Bonus that otherwise at such time or times as such payments would have been paid during provided for hereunder in the Severance Period event that the Executive's employment had such termination of employment not occurredterminated hereunder. The Company IPC and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the benefits and payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, of all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company IPC and the Executive further agree that the Company IPC may condition the payments and benefits (if any) due under this Section on (A) the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member (unless, with respect to resignation as a director or committee member, such resignation would be contrary to any other document entered into in connection with the CompanyMerger Agreement) with respect to IPC, or any Subsidiary or Affiliate thereof, and (B) the Executive's execution and delivery within 21 days after any such termination of employment, and the non-retraction during any statutory waiting period, of a release in favor of IPC, in form and substance reasonably satisfactory to IPC.
(c) The parties hereto acknowledge that the provisions of this Section 5 shall not affect the Option, and that the terms and conditions affecting the Option shall be set forth separately in the Certificate.
Appears in 1 contract
Termination Under Certain Circumstances. (a) In Subject to Section 6.2.3 of the event Executive's employment with Plan, the Company is terminated prior Option will terminate to the expiration extent not previously exercised upon an event or transaction which the Corporation does not survive. 11 -- ASSIGNMENTS ----------------- This Agreement and all of the Term by reason provisions hereof shall be binding upon and inure to the benefit of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, parties hereto and their respective successors and permitted assignees. Neither this Agreement (includingnor any of the rights, interests or obligations hereunder shall be assigned or transferred by either party without limitation, the Company's obligations prior written consent of the other. 12 -- NOTICES ------------- Any notice to provide any compensation, benefits or severance be given under the terms of this Agreement must be in writing and addressed to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate.
(b) In the event that the Executive's employment with the Company is terminated by the Executive prior Corporation at its principal office to the expiration attention of the Term Assistant Secretary, and to the Participant at the address given to the Corporation for Good Reasonpayroll purposes, or by the Company prior to the expiration of the Term at such other than by reason of the causes specified address as either party may hereafter designate in Section 5.2(a)(i) through writing (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred a facsimile). Notice will be deemed to have been given and received when delivered to the address specified by the Executive as a consequence of party to receive the notice. Either party may, at any such termination of employment are not capable of accurate measurement as time by giving five (5) days' prior written notice to the other, designate any other address in substitution of the date first above written foregoing address. 13 -- PLAN ---------- This Option and that all rights of the payments provided for in Participant under this Agreement constitute a reasonable estimate under the circumstances ofare subject to, and are in full satisfaction ofthe Participant agrees to be bound by, all damages sustained as a consequence of any such termination the terms and conditions of employmentthe provisions of the Plan, without any requirement all of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damageswhich are incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan will govern. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that Executive confer discretionary authority on the Board do not (and must not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board so conferred by appropriate action of the Board under the Plan after the date hereof. 14 -- INTERPRETATION -------------------- If any claim is entitled made by the Participant relating to any legally mandated severance conflict, omission or similar benefits payable ambiguity in this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the Company, request of the payments required hereunder during Corporation or its counsel. The Participant acknowledges that the Severance Period shall be applied Participant has had the opportunity to offset such mandated benefits consult with the Participant's own counsel prior to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereofexecution hereof.
Appears in 1 contract
Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company IPC is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, or (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company IPC for Cause, this Agreement (shall terminate including, without limitation, the CompanyIPC's obligations to provide any compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminatehereof.
(b) In the event that the Executive's employment with the Company IPC is terminated by the Executive IPC prior to the expiration of the Term for Good Reason, or by any reason (including in the Company prior to the expiration event of the Term Executive's death or Disability) other than by reason of the causes specified in Section 5.2(a)(i(i) through (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6resignation or (ii) the Executive's discharge by IPC for Cause, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and IPC shall pay to the Executive any Bonus that otherwise would have been paid during (or his estate, as the Severance Period had case may be), in a lump sum within 30 days of the date of such termination termination, the present value of employment not occurredan amount equal to the aggregate Base Salary payable for the remainder of the Term, discounted at the rate of 6.5% per annum. The Company IPC and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the benefits and payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, of all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company IPC and the Executive further agree that the Company IPC may condition the payments and benefits (if any) due under this Section on (A) the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the CompanyIPC, or any Subsidiary or Affiliate thereof, and (B) the Executive's execution and delivery within 21 days after any such termination of employment, and the non-retraction during any statutory waiting period, of a release in favor of IPC, in form and substance reasonably satisfactory to IPC.
(c) The parties hereto acknowledge that the provisions of this Section 5 shall not affect the Option, and that the terms and conditions affecting the Option shall be set forth separately in the Certificate.
Appears in 1 contract
Termination Under Certain Circumstances. (a) In the event --------------------------------------- Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (shall terminate including, without limitation, the Company's obligations to provide any compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate.
(b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of (i) the causes specified in Section 5.2(a)(iExecutive's resignation, (ii) through death, (iii) Disability or (iv), or if ) the Executive's discharge by the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Termfor Cause, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to (i) pay the Executive in one lump sum his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall (ii) pay to the Executive as a Bonus for the year in which such termination occurred, in lieu of any Bonus that otherwise would have been paid payable during the Severance Period had such termination of employment not occurred, 50% of the Executive's then-current Base Salary. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.
Appears in 1 contract
Samples: Employment Agreement (Ixnet Inc)
Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (shall terminate including, without limitation, the Company's obligations to provide any compensation, benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate.
(b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i(i) through (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6resignation, 7 and 8(ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, the Company shall continue to pay or provide the Executive his Base Salary for the following:
(i) a lump sum payment, payable as soon as practicable following such termination, in an amount that equals the product of (A) the greater of three or the number of years and fractions thereof remaining in the Term (assuming that the Term would expire as of the last day of the then-effective Term without extension thereof), and (B) the sum of the Executive's Base Salary in effect on the date of such termination and the Executive's Bonus (which for purposes of the clause shall equal the quotient of the sum of all Bonuses paid hereunder for fiscal years of the Company ending prior to the date of such termination, divided by the number of all such fiscal years; PROVIDED, HOWEVER, that if such termination occurs prior to the end of the first such fiscal year, then the Bonus shall equal $110,000);
(ii) during the remainder of the Term (assuming that the Term would expire as of the last day of the then-effective Term without regard extension thereof), or three years after the date of such termination, continuation of the Executive's health, life and disability benefits received pursuant to renewalsSection 4.4 hereof; and
(iii) or one year a lump sum payment, payable as soon as practicable following such termination, in an amount that, on an after-tax basis (including federal income and excise taxes, and state and local income taxes) equals the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Severance PeriodCode") upon by the Executive by reason of amounts payable under this Section 5.2(b) (including this clause (iii)), and shall pay to as well as amounts payable outside of this Agreement by the Company or its Affiliates that are described in Section 280G(b)(2)(A)(i) of the Code. For purposes of this clause (iii), the Executive any Bonus that otherwise would have been paid during shall be deemed to pay federal, state and local income taxes at the Severance Period had such termination highest marginal rate of employment not occurredtaxation. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the benefits and payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments and benefits (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.
Appears in 1 contract
Termination Under Certain Circumstances. (a) In the event Executive's employment with the Company is terminated prior to the expiration of the Term by reason of (i) the Executive's resignation without Good Reason, (ii) death, (iii) Disability or (iv) the Executive's discharge by the Company for Cause, this Agreement (including, without limitation, the Company's obligations to provide any compensation, compensation benefits or severance to the Executive under Section 4 hereof or otherwise, but not including any statutory accrued rights) shall terminate.
(b) In the event that the Executive's employment with the Company is terminated by the Executive prior to the expiration of the Term for Good Reason, or by the Company prior to the expiration of the Term other than by reason of the causes specified in Section 5.2(a)(i) through thought (iv), or if the Company shall exercise its right pursuant to Section 2 not to extend this Agreement beyond the expiration of the Initial Term, subject to the Executive's compliance with Sections 6, 7 and 8, the Company shall continue to pay the Executive his Base Salary for the greater of the remainder of the Term (without regard to renewals) or one year (the "Severance Period"), and shall pay to the Executive any Bonus that otherwise would have been paid during the Severance Period had such termination of employment not occurred. The Company and Executive hereby stipulate that the damages which may be incurred by the Executive as a consequence of any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments provided for in this Agreement constitute a reasonable estimate under the circumstances of, and are in full satisfaction of, all damages sustained as a consequence of any such termination of employment, without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. In the event that Executive is entitled to any legally mandated severance or similar benefits payable by the Company, the payments required hereunder during the Severance Period shall be applied to offset such mandated benefits to the maximum extent permitted by law. The Company and the Executive further agree that the Company may condition the payments (if any) due under this Section on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, or any Subsidiary or Affiliate thereof.
Appears in 1 contract
Samples: Employment Agreement (Ixnet Inc)
