Subpoenaed Witness For each day that the employee is compensated by the Crown, the employee shall be compensated by the Employer at $50.00 per day and by the Union at $50.00 per day up to a maximum of 4 calendar weeks or 20 working days. Proof of payment by the Crown shall be presented to the Employer and to the Union.
Action Without Meeting Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted.
Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:
(i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.
(ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement.
(iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).
(iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.
Publicly Known Without Breach Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
Required Withholding Each of the Exchange Agent, Parent, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.
Action Without a Meeting On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.
Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
1) Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;
2) Surrender securities in temporary form for securities in definitive form;
3) Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
4) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.
Without Just Cause The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply):
(i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service;
(ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and
(iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.
Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.
