The Transition Period. During the period of time between the Effective Date and the Retirement Date, the Parties agree and acknowledge that:
(a) Executive will continue to be an employee of the Company, serving in the position of Executive Chairman;
(b) Executive’s employment will remain terminable “at will” by either Executive or the Company upon written notice to the other Party, subject to all of the terms and conditions of this Agreement;
(c) Executive will devote his best efforts to promote the business and interests of the Company and will perform his duties on behalf of the Company remotely from his residence in Coral Gables, Florida, or such other location of his choosing; and
(d) the Company will (i) pay Executive a base salary at the rate of $300,000 per year in accordance with the Company’s regular payroll practices, but no less frequently than monthly, (ii) provide Executive with eligibility to participate in the same benefit plans and programs as in effect for Executive on the Effective Date, subject to the terms and conditions of such benefit plans and programs as in effect from time to time, provided, however, that Executive will not be eligible to participate in the Participation Plan that has been or will be established by the Company or its affiliate or the CIC Severance Plan, and (iii) reimburse Executive for all reasonable expenses incurred by Executive in the performance of Executive’s duties in accordance with the Company’s policies as in effect from time to time. For the avoidance of doubt, Executive will not be eligible to participate in the Company’s Annual Executive Incentive Award Program, MBO Program or any other cash incentive bonus program of the Company with respect to 2023 or any calendar year thereafter.
The Transition Period. The period between the Effective Date, and the Separation Date will be a “Transition Period,” during which the following will apply:
(a) For as long as Employee remains employed by the Company during the Transition Period, Employee will continue to receive his base salary of $304,200 (on an annualized basis) and to participate in the same benefit plans that he participated in immediately prior to the Effective Date.
(b) If, during the Transition Period, Employee’s employment is terminated by the Company for Cause (as defined below) or Employee resigns for any reason other than Good Reason (as defined below), Employee’s termination date will be accelerated to the date on which notice of termination is given, Employee will not receive the Termination Payment described below, and will not be entitled to any severance payments or benefits. For the avoidance of doubt, if Employee is terminated without Cause or resigns for Good Reason during the Transition Period, the Separation Date shall be accelerated to the date on which notice of termination is given, and Employee will receive the Termination Payment, subject to Employee’s compliance with the terms of this Agreement.
(c) For purposes of this Agreement, “Cause” means any of the following: (i) Employee’s commission of theft, embezzlement, any other act of material dishonesty relating to his employment or service, or any willful violation of any law, rules or regulation applicable to the Company, including, but not limited to, those laws, rules or regulations established by the Securities and Exchange Commission (the “SEC”), or any self-regulatory organization having jurisdiction or authority over Employee or the Company, (ii) Employee’s conviction of, or Employee’s plea of guilty or nolo contendere to, any felony or of any other crime involving fraud, material dishonesty or moral turpitude, (iii) Employee’s material breach of this Agreement, or (iv) Employee’s willful failure to perform the reasonable and customary duties of his position with the Company, which failure is not remedied within 10 business days after written demand by the board of directors of the Company (the “Board”) for substantial performance is received by Employee which specifically identifies the nature of such failure.
The Transition Period. Month Transition Period is contemplated for a vesting Franchisee to become a Participant to support the transitioning through of existing relationships & accommodating multiple service providers that exist through-out the RE/MAX Franchise Network. The Transition Period commences upon the roll-out of the Mortgage Broker Solution to the Franchisee’s territory. 27/01/2006
The Transition Period. In order to effect a smooth transition, the parties agree that during the period from the date hereof to the Effective Date (the "Transition Period"), each will cooperate with the other in good faith for the purpose of transferring the Servicing Duties to New Century with a minimum of disruption, cost and inconvenience. Each party covenants to sign such documents, provide such information and do such other things as the parties deem reasonably necessary to accomplish this purpose. Without limiting the generality of the foregoing, the parties specifically undertake to perform the transition tasks listed in Exhibit B hereto (the "Transition Tasks").
The Transition Period. Subject to the terms and conditions of this Agreement and provided that the Employee signs and returns this Agreement to the Employer within 21 days of his receipt thereof, complies with this Agreement’s terms and does not revoke it in accordance with Paragraph 25 below, during the Transition Period:
(a) the Employee will report to, and perform such reasonable transitional duties and responsibilities consistent with his prior position with the Employer as requested by, the Employer’s President and Chief Executive Officer. Such duties shall be limited to, assisting and cooperating with the Employer to transition the Employee’s duties to such other person or persons as are designated by the Employer and cooperating in any pending litigation or other actual or potential claims involving the Employer. The Employee agrees to perform all such duties and responsibilities diligently and faithfully in the best interests of the Employer. Notwithstanding the foregoing, during the Transition Period, the Employee may spend reasonable time to conduct a search for other employment, provided that such search does not unreasonably interfere with the Employee’s duties and responsibilities to the Employer during the Transition Period;
(b) the Employer will continue to pay the Employee his pro-rated base salary at his current annualized rate, less required and authorized withholdings and deductions, in accordance with the Employer’s normal payroll schedule;
(c) the Employee will continue to receive his current monthly car allowance; and
(d) subject to the first two sentences of Paragraph 3 below, the Employee will continue to participate in any available Employer employee benefit plans and policies in which he currently participates, subject to the terms and conditions of such plans and policies, which plans, policies, terms and conditions the Employer may amend, modify, suspend or terminate at any time for any or no reason in its discretion. The Employee shall not be entitled to receive any of the amounts or benefits set forth in subparagraphs (b), (c) or (d) above at any time after the Termination Date except as otherwise provided in this Agreement. The parties acknowledge and agree that the Employee’s participation in the Employer’s senior management bonus pool shall be in accordance with the terms and conditions set forth in Paragraph 6 of this Agreement.
The Transition Period. Subadviser agrees to provide to Manager or Transition Manager, when and as reasonably requested, a list (the "Target Portfolio List") of all securities or other assets that Subadviser believes would be in the best interests of the Fund to have in its portfolio on or about October 26, 2009. The list will include either a share value or a weighting within the total new portfolio for each security or other asset, the CUSIP of each such security, and such other information as may be necessary to identify the securities or other assets listed. During the transition period (defined below), Subadviser will notify Transition Manager promptly of any changes Subadviser wishes to make to the Target Portfolio List or to the securities held by the Fund. During the transition period, the Fund's custodian or Transition Manager will provide Subadviser with timely notice and all necessary information regarding corporate actions that affect the Fund's securities. Subadviser subsequently will provide necessary instructions on a timely basis to Transition Manager to address any such corporate actions; Transition Manager will be responsible for to all such corporate actions in accordance with Subadviser's instructions. When Transition Manager has completed its restructuring of the portfolio of securities held by the Fund and the transition trades have settled, Transition Manager or the Fund's custodian will provide to Subadviser a certified list of the securities held by the Fund. Subadviser will promptly analyze the certified list, identify any discrepancies, and request Transition Manager to correct any discrepancies identified. Once Subadviser determines that Transition Manager has corrected any discrepancies identified, or that there are no discrepancies identified, Subadviser will promptly notify Manager that the certified list is satisfactory. The transition period begins on the date Subadviser provides the Target Portfolio List to Manager or Transition Manager, and ends when it notified Manager that the certified list is satisfactory.
The Transition Period. The three-month period from the Effective Date is the Transition Period. During the Transition Period, the Sellers shall (i) coordinate and deal with all the matters of the Company in line with the instructions of the Purchaser; (ii) ensure the Purchaser’s opportunities to review all the Operational Contracts (as defined in Article 5.1.16) to be matured within six months following the Effective Date, and, according to the Purchaser’s instructions, renew or prolong those Operational Contracts as selected in writing by the Purchaser for a period no less than one year after the Effective Date in terms and conditions no less favorable to the Company than those commercial terms provided in the original contracts; (iii) procure the Company to renew the labor contracts and corresponding confidentiality agreements with all its employees with a termination date no earlier than the first anniversary of the Effective Date.
The Transition Period. (a) The period between the Agreement Date and the Retirement Date will be a “Transition Period,” during which the following will apply:
(i) In the period between the Agreement Date, and the date that this Agreement is approved by the Bankruptcy Court (the “Approval Date”), the Employee will be expected to report to work, and to continue his responsibilities as Chief Executive Officer on a fulltime basis.
(ii) Effective as of the Approval Date, the Employee’s employment pursuant to the Employment Agreement will cease to be of any further force and effect, except as specifically set forth herein, and the Employee will be deemed to have resigned from all positions (including any board positions) with the Company and its subsidiaries and affiliates (each entity individually, and collectively, the “Company Group”). Commencing on the Approval Date, the Employee will provide consulting services to the Company, as requested by the board of directors of the Company (the “Board”), until the earlier of (i) December 31, 2016 or (ii) the Effective Date (as defined in that certain Backstop Commitment Agreement, dated as of [ ], among the Company, the Chaparral Parties and Commitment Parties signatory thereto (the “Backstop Commitment Agreement”)) (such date, the “Retirement Date” and such period, the “Consulting Period”), unless terminated earlier as provided below.
(b) For as long as the Employee remains a consultant to the Company during the Consulting Period, the Employee will receive a monthly fee of $74,192.09. In consideration of the Employee’s performance of the consulting services and subject to the Employee’s compliance with this Agreement, on the Effective Date the Company will grant to the Employee a cashless exercise warrant (the “Warrant”) to purchase up to 0.37575% of the Class A Shares of the Company1 issued upon the Effective Date, on a fully diluted basis. The Warrant will have a strike price that would result in a 100% recovery of all outstanding principal and accrued interest to holders of the Unsecured Notes Claims (as defined in the Plan Support Agreement dated as of [●], 2016 (the “PSA”)) as of June 30, 2018. The Warrant will expire on June 30, 2018. Without limiting the foregoing, the Warrant will have other terms and conditions as determined by the Required Consenting Noteholders (as defined in the PSA) and the Company.
(c) If, prior to the Approval Date, the Employee’s employment is terminated by the Company “for Cause” (as defined in the Employ...
The Transition Period. During the Transition Period, the Executive shall continue to serve actively in the position of Chief Financial Officer of AEI, in good faith and in full compliance with AEI’s policies, procedures and internal controls. During the Transition Period, Executive must use commercially reasonable best efforts to fulfill his standard duties, provide a written transition plan reasonably satisfactory to the Board and CEO, engage in any dispute negotiations with third parties as requested by the CEO, fulfill all SEC-related duties related to the annual audit and the signing/filing of the AEI Form 10-K and any other required filings, and any additional duties requested in good faith by the CEO of AEI or the Board from time to time.
