Transition Period; Termination of Employment Sample Clauses

Transition Period; Termination of Employment. The parties hereby represent and warrant that prior to the Termination Date (as defined below), Executive’s employment relationship with the Company and its affiliates was pursuant to and governed solely by the Employment Agreement. In consideration of the benefits to be received by Executive pursuant to the terms of this Amendment, Executive agrees to continue to serve as the Company’s Chief Financial Officer and to perform the duties associated with such position as provided in the Employment Agreement until the earlier of (a) the date on which a permanent successor to Executive reports for employment with the Company in Greeley, Colorado or (b) September 19, 2006 (either such date, the “Termination Date”). In addition, Executive agrees to provide the Consulting Services (as defined in paragraph 8) to the Company as requested for a period of 60 days following the Termination Date (the last day of such 60-day period, the “Consulting Termination Date”) in accordance with the provisions of paragraph 8. In addition, effective as of the Termination Date, any and all of Executive’s other appointments and positions (including positions as a director) that he may hold with the Company or any of its affiliates shall be terminated. Executive agrees to execute all further documents that the Company may reasonably request of him to effectuate such terminations.
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Transition Period; Termination of Employment. The parties hereby represent and warrant that prior to the date hereof, Executive’s employment relationship with the Company and its affiliates was pursuant to and governed solely by the Employment Agreement. In consideration of the benefits to be received by Executive pursuant to the terms of this Amendment, Executive agrees to continue to serve as the Chief Operating Officer — North America and to perform the duties associated with such position as provided in the Employment Agreement in accordance with provisions of the Employment Agreement from the date hereof until September 18, 2007. From and after September 19, 2007, Executive agrees to be employed as a consultant and advisor to the Company’s Chief Executive Officer, or his designee, providing consulting and advisory services concerning all aspects of the Company’s business, including but not limited to, consulting regarding operational matters, employee relations and strategic planning (the “Consulting Services”) (a) which shall include approximately 50 days of service, as requested by the Company from time to time, from September 19, 2007 until September 18, 2008, and (b) which shall include approximately 30 days of service annually, as requested by the Company from time to time, from September 19, 2008 until September 19, 2010 (such date, the “Termination Date”). Executive shall continue to be an employee of the Company during the period in which he is providing the Consulting Services (the “Consulting Period”). Unless otherwise specifically authorized by this Amendment or any other agreement between the Company and Executive, during the Consulting Period, Executive shall have no authority to transact any business or make any representations or promises in the name of the Company or its affiliates and shall not hold himself out to be an officer or senior executive of the Company. In addition, effective as of September 18, 2007, any and all of Executive’s other appointments and positions (including positions as a director) that he may hold with the Company or any of its affiliates shall be terminated. Executive agrees to execute all further documents that the Company may reasonably request of him to effectuate such terminations.
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Transition Period; Termination of Employment. The parties hereby represent and warrant that prior to the Termination Date (as defined below), Executive’s employment relationship with the Company and its affiliates was pursuant to and governed solely by the Amended Employment Agreement. As of February 20, 2006, Executive’s duties as the Company’s Chief Financial Officer terminated (the “Termination Date”). In consideration of the benefits to be received by Executive pursuant to the terms of this Amendment, Executive agrees to provide the Consulting Services (as defined in paragraph 8) to the Company as requested until the earlier of (a) November 19, 2006 or (b) the 60th day following the date on which a permanent successor to Executive reports for employment with the Company in Greeley, Colorado (either such date, the “Consulting Termination Date”) in accordance with the provisions of paragraph 8. In addition, effective as of the Termination Date, any and all of Executive’s other appointments and positions (including positions as a director) that he may hold with the Company or any of its affiliates terminated. Executive agrees to execute all further documents that the Company may reasonably request of him to effectuate such terminations.
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Transition Period; Termination of Employment. (a) You and the Company agree that, during the period commencing on the Transition Date until the Termination Date (the “Transition Period”), you will use your best efforts to fulfill your duties and responsibilities as Chief Accounting Officer of the Company in accordance with this Agreement. During the Transition Period, as requested by the Company, you shall also use your best efforts to transition your role to your successor, as designated by the Company and perform such other duties as designated by the Company, consistent with your role and the transition of your role. During the Transition Period, you will continue to serve the Company faithfully, conscientiously and to the best of your ability. (b) This Agreement will supersede and replace the Employment Agreement and the CIC Agreement, and following the effectiveness of this Agreement, in consideration for entering into this Agreement, the Employment Agreement and the CIC Agreement shall be of no further force or effect. ​ (c) Your last day of work with the Company is expected to be the Expected Termination Date; provided that you or the Company may provide 30 days advanced written notice to terminate your employment earlier than the Expected Termination Date (in which case the Consideration set forth in Section 3 will not become payable); provided further based on mutual agreement, you and the Company may extend the Transition Period beyond the Expected Termination Date; provided further that if the Company terminates your employment for Reasonable Cause (as defined in the CIC Agreement), such termination will be effective immediately. For the purposes of this Agreement, the “Termination Date” will be the date that your employment with the Company and its affiliates actually terminates. As of the Termination Date, any position or office you hold with the Company and its affiliates, including as an officer or director of the Company or any of its affiliates will end. The Company will have no obligation to hire or re-employ you in the future.
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Transition Period; Termination of Employment 
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Related to Transition Period; Termination of Employment

  • Termination of Employment Period The Agreement Term shall terminate upon the occurrence of any of the following:

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Employment Termination Date The Employment Termination Date shall be as follows: (i) if the Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if the Executive’s employment is terminated pursuant to any other provision of this Agreement, the date specified in the Notice of Termination (the “Employment Termination Date”).

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Expiration of Employment Period If Executive’s employment shall be terminated due to the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Employment Termination 12.1 Subject to the terms and conditions of the National Building and Construction Industry Award 2000, it is agreed that it is the company’s prerogative to determine the order of selection of employees for employment or retrenchment subject always to the following: a) All relevant legislation governing unfair dismissal, discrimination, etc. will be observed; b) Voluntary terminations will be encouraged as a first step; c) The seniority of employees – within classifications, experience or skills held – will be considered by the company in selecting employees for retrenchment; d) The Grievance Procedures set out in Clause 9 of this Agreement will apply in the event of any concerns arising regarding retrenchments.

  • Termination of Employment Following a Change in Control Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

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