Term of Employment; Termination.
(a) The “Term of Employment” shall commence on the date hereof and shall continue until December 31, 2024; provided, that, should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination. The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment.
(b) Subject to the payments contemplated by Sections 3(f) through 3(i), the Term of Employment may be terminated at any time by the Company:
(i) upon the death of Executive;
(ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period;
(iii) for Cause (as defined in Section 3(d)) or Material Breach (as defined in Section 3(e));
(iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or
(v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v)), subject to the requirements for ...
Term of Employment; Termination. Executive's Term of Employment shall be two years from the date of this Agreement, unless extended or earlier terminated as provided below.
Term of Employment; Termination. 2.1 The commencement date of your employment shall be July 28, 2010 (your “Start Date”).
2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of:
(a) your death, or any illness, disability or other incapacity that renders you physically unable regularly to perform your duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period;
(b) thirty (30) days after you, for any reason, give written notice to the Company of your resignation; or
(c) immediately if the Company, with or without cause, gives written notice to you of your termination.
2.3 The determination regarding whether you are physically unable regularly to perform your duties (as described in Section 2.2(a)) shall be made by the Board of Directors.
2.4 Any notice required pursuant to this Section 2 shall be given in accordance with the provisions of Section 9 hereof. The exercise of either party’s right to terminate this Agreement pursuant to Sections 2.2(b) or (c) is not exclusive and shall not effect either party’s right to seek remedies for the other party’s breach, if any, giving rise to such termination.
2.5 You may be terminated with or without cause. If you are terminated without cause, you will be entitled to certain severance benefits as described in this Agreement. You shall be deemed terminated “for cause” if, in the reasonable determination of the Company, you (a) commit an act that is fraudulent, dishonest or a material breach of the Company’s policies, including wrongful disclosure of any trade secrets or other confidential information of the Company, or material breach of Section 4 of this Agreement or any material provision of the Employee Confidentiality Agreement (as defined in Section 5), (b) are convicted of a felony under federal, state, or local law applicable to the Company or (c) intentionally refuse, without proper cause, to substantially perform duties after a demand for such performance has been delivered in writing by the Company’s Chief Executive Officer or the Board of Directors, which notice shall specify the alleged instance of breach, and shall provide you with reasonable time in which to remedy such breach.
Term of Employment; Termination. 2.1. The Employee agrees to work for the Company for a period of twenty-four (24) months commencing on the date of this Agreement. However, the Company may terminate the Employee's employment at any time, for any reason (or no reason), and with or Without Cause, by providing the Employee with seven (7) days' written notice. If employment continues following the end of the two (2)-year term of this Agreement (the "Term"), it will continue on an "at-will" basis, which means that either the Employee or the Company may terminate the Employee's employment at any time, for any reason (or no reason), and with or Without Cause, by providing the other party with seven (7) days' written notice.
2.2. If the Company terminates the Employee's employment Without Cause, or if the Employee resigns his employment for Good Reason, or if this Agreement terminates pursuant to paragraph 2.4 below, prior to the end of the Term, the Employee, or his legal representatives, as the case may be, shall receive: (i) all salary earned by the Employee through the last day of his employment; (ii) continuation of the Employee's base salary for a period of two (2) years after the date of the termination of the Employee's employment; (iii) immediate vesting of all outstanding shares of the Employee's Company stock options, notwithstanding anything to the contrary in the agreement(s) granting such options; and (iv) the Company's right to repurchase shares, as provided in Section 4.6 of this Agreement, and cancel unexercised options, as provided in the attached Exhibit C-1, terminates. However, if: (i) the Employee resigns at any time Without Good Reason; (ii) the Company terminates the Employee's employment for Cause prior to the end of the Term; or (iii) the Company terminates the Employee's employment for any reason, with or Without Cause, or if the Employee resigns with or Without Good Reason, after the end of the Term, the Employee will only be entitled to all compensation earned by him through the last day of his employment.
Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"):
a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998;"
Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"):
(a) the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company;
(b) the delivery by the Company to Employee of written notice of termination for "cause". The term "cause" means any termination by the Company by reason of (i) persistent and willful neglect of material duties by Employee after written notice and an opportunity to immediately cure such neglect to the satisfaction of the Board of Directors; (ii) the entry against Employee of a guilty plea, or a conviction, judgment or order in any proceeding of which Employee had notice and the opportunity to defend herself before any court relating to (y) a willful violation of any material law, rule or regulation applicable to the business of the Company or its subsidiaries or affiliates, unless such breach arises out of and is consistent with the express written direction of the Board of Directors or is undertaken with the express prior written consent of the Board of Directors, or (z) a violation of any law involving fraud, deceit or criminal misrepresentation; (iii) the entry against Employee of a guilty plea, or a conviction or judgment in any proceeding of which Employee had notice and the opportunity to defend herself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) if convicted; (iv) Employee engaging in any act involving moral turpitude, which act is, or could reasonably be expected to be, injurious to the financial interests or reputation of the Co...
Term of Employment; Termination. Executive’s Term of Employment shall be two years from the date of this Agreement, unless extended or earlier terminated as provided below.
(a) Termination or Extension of Term of Employment By Company The Company shall employ Executive, for a period commencing on the date hereof and terminating as follows:
(i) Two years from the date hereof, if at least thirty (30) days prior to such date either the Company or Executive has, at its election, notified the other in writing that this Agreement shall terminate on such date. If notice of termination is not given, this Agreement shall be deemed to extend from year to year. It can then be terminated by written notice at least thirty (30) days prior to the annual renewal date.
(ii) With or without “Cause” (as defined below), Company may terminate the employment of Executive at any time upon giving “Notice of Termination” (as defined below).
Term of Employment; Termination a. The period during which Executive shall be employed under this Agreement (the "Employment Term") commenced as of May 1, 2000 and shall continue through October 31, 2003, unless the Employment Term shall be sooner terminated as provided herein.
b. The Employment Term shall terminate prior to any date otherwise specified in Section 3.a upon
i. Executive's death or disability ("disability" shall mean any physical or mental incapacity that prevents Executive in a material respect from performing Executive's duties as herein provided for a continuous period of 90 days or an aggregate period of 150 days during any consecutive twelve-month period, and disability shall be deemed to have occurred as of the end of the applicable period);
Term of Employment; Termination. 6.1 Your employment will be terminable at the will of either party, at any time, with or without cause or prior notice.
6.2 If terminated for cause, or if Employee resigns voluntarily, Employee shall receive no severance pay or other benefits. Termination for cause shall be effected by a decision of the Company's Chief Executive Officer or by resolution of the Company's Board of Directors only for the following reasons:
(a) The Employee's breach of his duty of undivided loyalty in the execution of his fiduciary duties to the Company, including, but not limited to, the use of his position of trust to further his private interests, or depriving the Company of any opportunity to which it is entitled;
Term of Employment; Termination. (a) The "Term of Employment" shall commence on April 24, 2017 or such other date mutually agreed in writing between the Executive and the CEO (the "Effective Date") and shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c).
(b) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Company:
(i) upon the death of the Executive;
(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in the opinion of the Board and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or his legal representative, his duties hereunder for a period of 180 days out of any 270-day period ("Disability");
(iii) for Cause; or
(iv) for any other reason or no reason, with 30 days’ written notice to the Executive (or in the Company’s discretion, pay of Base Salary in lieu of notice), it being understood that no reason shall be required for termination of the Executive’s employment. The Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of Parent or the Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Cause. Termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Sections 3(b)(ii) - (iv)) subject to any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable.
(c) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Executive:
(i) upon the death of the Executive;
(ii) in the event of Disability;
(iii) for Good Reason; or
(iv) for any other reason or no reason (a "Voluntary Termination") with 30 days’ written notice to Parent and the Company, unless such notice period is waived by Parent or the Company.
(d) As used in this Agreement, "
