Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following: (i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination; (ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination; (iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder; (iv) the right to elect continuation coverage of insurance benefits to the extent required by law; (v) full and immediate vesting of any unexercised stock options or restricted stock grants; (vi) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee; (vii) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
Appears in 1 contract
Samples: Merger Agreement (PSM Holdings Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer Trycera may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Trycera the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viiv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerTrycera, this Agreement, or any other agreement between the Employer Trycera and the Employee;
(viiv) full and immediate vesting of sixty-six and two-thirds (66.66%) of any unexercised stock options;
(vi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Trycera health plans plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) subject to limitations set forth below, a severance benefit in an amount equal to one (1) times the largest annual base salary received by Employee under the Agreement, but only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and Trycera shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Trycera to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) the failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Trycera in connection with any merger, consolidation, sale or similar transaction; or
(2) any material breach of this Agreement by Trycera.
(3) In the event the Employee is terminated without Cause or there is a constructive termination without Cause.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer Trycera may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Trycera the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viiv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerTrycera, this Agreement, or any other agreement between the Employer Trycera and the Employee;
(viiv) payment of amounts a severance benefit in an amount equal to any premiums for health insurance continuation coverage under any ninety days (90) salary at employees then current rate, provided that the Employer health plans that is elected by Company has raised a minimum of $300,000 through the efforts of Employee on or his beneficiaries pursuant to Section 4980B of the Internal Revenue Codebefore March 31, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and 2009. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) the failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Trycera in connection with any merger, consolidation, sale or similar transaction; or
(2) any material breach of this Agreement by Trycera. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer Trycera may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Trycera the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
; (iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
; (iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of sixty six and two thirds (66.66%) of any unexercised stock options or restricted stock grants;
options; (viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerTrycera, this Agreement, or any other agreement between the Employer Trycera and the Employee;
; (viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Trycera health plans plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in an amount equal to one and one half (1.50) times the largest annual base salary received by Employee under the Agreement if such termination occurs on or before May 10, 2005, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after May 10, 2005, but only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and Trycera shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Trycera to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s 's prior written consent, of one or more of the following events not on account of Cause:
(1) a reduction in the Employee's then current base salary, or a significant reduction by Trycera in Employee's opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of any benefit or perquisite enjoyed by Employee;
(2) any relocation of Trycera's office more than 10 miles from its location as of the Effective Date;
(3) the failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Trycera in connection with any merger, consolidation, sale or similar transaction; or
(4) any material breach of this Agreement by Trycera. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer Company may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety sixty (9060) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Company the following:
(i) payment of any unpaid portion the Base Salary at the time of his base salary through termination for the end balance of the Initial Term or any extension thereof granted prior to such terminationunexpired Employment Term;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(vi) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerCompany, this Agreement, or any other agreement between the Employer Company and the Employee;; and
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Company health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer Company (whether or not he elects to receive coverage under that plan); and . For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) a material reduction in the Employee’s then current Base Salary;
(2) a material diminution in the Employee’s authority, duties, or responsibilities;
(3) a material diminution in the budget over which the Employee retains authority;
(4) a material change by the Company in the geographic location at which the Employee must perform the services hereunder; or
(5) Any other action or inaction which constitutes a material breach by the Company of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Employee shall provide the Company with written notice within ninety (90) days of the event and the Company shall have thirty (30) days to cure the default.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) subject to limitations set forth below, a severance benefit in an amount equal to Three (3) times the largest annual base salary received by Employee under the Agreement if such termination occurs on or before December 31, 2020, and Four (4) times the largest annual base salary received by Employee under the Agreement if such termination occurs after December 31, 2020, but only if (x) Employee executes an agreement releasing the Employer from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and the Employer shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and the Employer shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee’s termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee’s termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by the Employer to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) a material reduction in the Employee’s then current base salary;
(2) a material diminution in the Employee’s authority, duties, or responsibilities;
(3) a material diminution in the budget over which the Employee retains authority;
(4) a material change in the geographic location at which the Employee must perform the services hereunder; or
(5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Employee shall provide the Employer with written notice within ninety (90) days of the event and the Employer shall have thirty (30) days to cure the default.
Appears in 1 contract
Samples: Employment Agreement (Global Cancer Technology, Inc.)
Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses bonuses, new branch compensation, and production overrides earned pursuant to Section 5(b), (c), and (d) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iv) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(vi) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee;
(vii) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) a material reduction in the Employee’s then current base salary;
(2) a material diminution in the Employee’s authority, duties, or responsibilities;
(3) a material diminution in the budget over which the Employee retains authority;
(4) a material change in the geographic location at which the Employee must perform the services hereunder; or
(5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Employee shall provide the Employer with written notice within ninety (90)days of the event and the Employer shall have thirty (30) days to cure the default.
Appears in 1 contract
Samples: Merger Agreement (PSM Holdings Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer Liquid may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Liquid the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of one-half (50%) of any unexercised stock options or restricted stock grantsoptions;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerLiquid, this Agreement, or any other agreement between the Employer Liquid and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Liquid health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) a severance benefit in an amount equal to one and one half (1.5) times the largest annual base salary received by Employee under the Agreement but only if (x) Employee executes an agreement releasing Liquid from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and Liquid shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Liquid shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Liquid to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s 's prior written consent, of one or more of the following events not on account of Cause:
(1) a reduction in the Employee's then current base salary, or a significant reduction by Liquid in Employee's opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of any benefit or perquisite enjoyed by Employee;
(2) any relocation of Liquid's office more than 10 miles from its location as of the Effective Date;
(3) the failure of Liquid to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Liquid in connection with any merger, consolidation, sale or similar transaction; or
(4) any material breach of this Agreement by Liquid. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination, which payment shall be paid within thirty (30) days following termination under this provision;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
Appears in 1 contract
Samples: Merger Agreement (PSM Holdings Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer Trycera may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Trycera the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(v) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viiv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerTrycera, this Agreement, or any other agreement between the Employer Trycera and the Employee;
(viiv) full and immediate vesting of sixty-six and two-thirds (66.66%) of any unexercised stock options;
(vi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Trycera health plans plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) subject to limitations set forth below, a severance benefit in an amount equal to one and For purposes of one half (1.50) times the largest annual base salary received by Employee under the Agreement if such termination occurs on or before October 1, 2010, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after October 1, 2010, but only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, constructive termination without Cause (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall mean a termination be deemed to have earned and Trycera shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee at his own initiative such remaining 25% of the severance benefit within thirty (30) days following the occurrence, without first anniversary of the Employee’s prior written consent's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, of one or more in which case such remaining 25% of the following events severance benefit will be deemed unearned and will not on account of Cause:be paid. All
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer AMS may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) 60 days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer AMS the following:
(i) payment of any unpaid portion of his base salary through the end effective date of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses expense he has incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of any unexercised stock options or restricted stock grantsoptions;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerAMS, this Agreement, or any other agreement between the Employer AMS and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer AMS health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) a severance benefit in an amount equal to 250% if such termination occurs on or before June 30, 2002, and 100% if such termination occurs after June 30, 2002, of the Employee's annual base salary in effect immediately preceding such termination, but only if (1) the Employee executes a release substantially identical to the release attached hereto, (2) the period for revoking such release has expired, and (3) the Employee has complied with the requirements of Sections 9 and 10 hereof. AMS shall pay to the Employee 75% of the severance benefit in paragraph (vii) within 30 days after all of the applicable conditions are satisfied. The other 25% of the severance benefit shall be placed in an interest-bearing escrow account for 12 months. If the Employee complies with the covenants in Sections 9 and 10 hereof throughout that period, the amount credited to the account shall be paid to him within 30 days after the end of the period. If the Employee does not comply with the requirements of Sections 9 and 10 hereof throughout that period, the amount credited to the account shall be paid to AMS. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by the Employee to AMS. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s 's prior written consent, of one or more of the following events not on account of Cause:
(1) a significant diminution in the nature or scope of the Employee's authority or the duties that the Employee performs, unless the Employee is given new authority or assigned new duties (whichever is applicable) that are substantially comparable to his previous authority and duties;
(2) a significant reduction in the Employee's then current base salary, or a significant reduction in his opportunities for earnings under his incentive compensation plans, or the termination or significant reduction of any employee benefit or perquisite enjoyed by him (in each case except as part of
Appears in 1 contract
Samples: Employment Agreement (American Management Systems Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer Caneum may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Caneum the following:
: (i) payment of any unpaid portion of his base salary through the end date of the Initial Term or any extension thereof granted prior to such termination;
; (ii) payment of any production bonuses earned earned, unpaid bonus pursuant to Section 5(b) through either the date of such termination;
Initial Bonus Plan or the Ordinary Bonus Plan; (iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
; (iv) the right to elect continuation coverage of insurance benefits to the extent required by law;
; (viv) full and immediate vesting of any unexercised unvested stock options or restricted stock grants;
options, only if such termination is after the Merger Closing Date; (viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerCaneum, this Agreement, or any other agreement between the Employer Caneum and the Employee;
; (viivi) only if such termination is after the Merger Closing Date, for the remainder of the then-current Employment Term, payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Caneum health plans plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of (vii) subject to limitations set forth below, a severance benefit in an amount equal to one and one half (1.5) times the largest annual base salary received by Employee under the Agreement if such termination occurs after the Merger Closing Date and on or before one year after the Merger Closing Date , and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after one year after the Merger Closing Date, but only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) at any time in question Employee has not materially breached the Confidential Information Agreement or a Closing Covenant. Provided that conditions (x) and (y) above have then been satisfied and Employee has not then materially breached the Confidential Information Agreement or a Closing Covenant, the Employee shall be deemed to have earned and Caneum shall pay to Employee 1/12 of the total severance benefit in Section 6(d)(vii) above on each of the first twelve (12) monthly anniversary dates of the termination under this Section 6(d). All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee.
(1) resignation as a result of Caneum's unlawful discrimination, or Caneum's violation of employment laws applicable to Employee, as evidenced by a final court order; (2) the failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Caneum in connection with any merger, consolidation, sale or similar transaction; or (3) any material breach of this Agreement by Caneum. In the event the Employee is terminated without Cause or there is a constructive termination without Cause Cause, each party shall mean a provide the other with written notice not less than thirty (30) days before the effective date of the termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:employment.
Appears in 1 contract
Samples: Employment Agreement (Caneum Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer Caneum may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Caneum the following:
(i) payment of any unpaid portion of his base salary through the end date of the Initial Term or any extension thereof granted prior to such termination;
; (ii) payment of any production bonuses earned earned, unpaid bonus pursuant to Section 5(b) through either the date of such termination;
Initial Bonus Plan or the Ordinary Bonus Plan; (iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
; (iv) the right to elect continuation coverage of insurance benefits to the extent required by law;
; (viv) full and immediate vesting of any unexercised unvested stock options or restricted stock grants;
options, only if such termination is after the Merger Closing Date; (viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerCaneum, this Agreement, or any other agreement between the Employer Caneum and the Employee;
; (viivi) only if such termination is after the Merger Closing Date, for the remainder of the then-current Employment Term, payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Caneum health plans plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and (vii) subject to limitations set forth below, a severance benefit in an amount equal to one (1) times the largest annual base salary received by Employee under the Agreement if such termination occurs after the Merger Closing Date and on or before one year after the Merger Closing Date, and fifty percent (50%) times the largest annual base salary received by Employee under the Agreement if such termination occurs after one year after the Merger Closing Date, but only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) at any time in question Employee has not previously materially breached the Confidential Information Agreement or a Closing Covenant. Provided that conditions (x) and (y) above have then been satisfied and Employee has not then materially breached the Confidential Information Agreement or a Closing Covenant, the Employee shall be deemed to have earned and Caneum shall pay to Employee 1/12 of the total severance benefit in Section 6(d)(vii) above on each of the first twelve (12) monthly anniversary dates of the termination under this Section 6(d). All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s 's prior written consent, of one or more of the following events not on account of Cause:
(1) resignation as a result of Caneum's unlawful discrimination, or Caneum's violation of employment laws applicable to Employee, as evidenced by a final court order; (2) the failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Caneum in connection with any merger, consolidation, sale or similar transaction; or (3) any material breach of this Agreement by Caneum. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Samples: Employment Agreement (Caneum Inc)
Termination Without Cause or Constructive Termination Without Cause. The Employer may terminate the Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of any unexercised stock options or restricted stock grants;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the Employer, this Agreement, or any other agreement between the Employer and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) a material reduction in the Employee’s then current base salary;
(2) a material diminution in the Employee’s authority, duties, or responsibilities;
(3) a material diminution in the budget over which the Employee retains authority;
(4) a material change in the geographic location at which the Employee must perform the services hereunder; or
(5) Any other action or inaction which constitutes a material breach by the Employer of this Agreement. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, the Employee shall provide the Employer with written notice within ninety (90) days of the event and the Employer shall have thirty (30) days to cure the default.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. The Employer Caneum may terminate the Employee’s 's employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the date of such termination. If the Employee’s 's employment is terminated without Cause, or if there is a constructive termination without Cause, as defined below, the Employee shall be entitled to receive from the Employer Caneum the following:
(i) payment of any unpaid portion of his base salary through the end of the Initial Term or any extension thereof granted prior to such termination;
(ii) payment of any production bonuses earned pursuant to Section 5(b) through the date of such termination;
(iiiii) reimbursement for any outstanding reasonable business expenses he incurred in performing his duties hereunder;
(iviii) the right to elect continuation coverage of insurance benefits to the extent required by law;
(viv) full and immediate vesting of any unexercised stock options or restricted stock grantsoptions;
(viv) payment of any accrued but unpaid benefits, and any other rights, as required by the terms of any employee benefit plan or program of the EmployerCaneum, this Agreement, or any other agreement between the Employer Caneum and the Employee;
(viivi) payment of amounts equal to any premiums for health insurance continuation coverage under any the Employer Caneum health plans that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the Internal Revenue Code, at a time or times mutually agreed to by the parties, but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that plan); and
(vii) subject to limitations set forth below, a severance benefit in an amount equal to two and one half (2.5) times the largest annual base salary received by Employee under the Agreement if such termination occurs on or before July 31, 2004, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after July 31, 2004, but only if (x) Employee executes an agreement releasing Caneum from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and Caneum shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Caneum shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Employee shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Caneum to the Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employee at his own initiative following the occurrence, without the Employee’s 's prior written consent, of one or more of the following events not on account of Cause:
(1) a reduction in the Employee's then current base salary, or a significant reduction by Caneum in Employee's opportunities for earnings under any incentive compensation plans or bonus opportunity, or the termination or significant reduction of any benefit or perquisite enjoyed by Employee;
(2) any relocation of Caneum's office more than 10 miles from its location as of the Effective Date;
(3) the failure of Caneum to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Caneum in connection with any merger, consolidation, sale or similar transaction; or
(4) any material breach of this Agreement by Caneum. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Samples: Employment Agreement (Caneum Inc)
