Common use of Resignation Date Clause in Contracts

Resignation Date. The Executive shall resign from his employment and service as Deputy Chairman and Executive Vice President of the Company and as an officer and member of the boards of directors of the Company's direct and indirect subsidiaries, effective as of the Effective Time (the "Resignation Date") of the closing of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") between CBS Corporation and the Company, dated as of September 6, 1999 (such date to be referred to herein as the "Interim Effective Date"). The Executive shall continue to serve in his capacity as Deputy Chairman and Executive Vice President of the Company from the Interim Effective Date through the Resignation Date and agrees to use his best efforts on a full-time basis to assist the Company in consummating the transactions contemplated by the Merger Agreement. The employment agreement between the Company and the Executive, dated January 1, 1996, as amended (the "Prior Agreement"), shall continue to govern the terms of the Executive's employment until the Resignation Date, on which date the Prior Agreement shall become null and void; provided, however, that, following the Interim Effective Date, (a) the Executive's duties shall be modified by the immediately preceding sentence, (b) Section 2.1 (b) hereof shall govern payment of the Executive's 1999 bonus in lieu of paragraph 3(b) of the Prior Agreement and (c) Section 3 hereof shall replace paragraph 8 of the Prior Agreement. Notwithstanding anything to the contrary in this Agreement, if the Executive's employment terminates prior to the Resignation Date, the following shall be applicable: (A) If his employment terminates due to disability or death, he or his estate shall receive on and following the Resignation Date (except in the case of the 1999 bonus, which shall be paid on the date described in Section 2.1(b) hereof) the payments and benefits as set forth in Section 2, less any payments and benefits under the Prior Agreement in respect of such termination. At that time the Prior Agreement shall become null and void and this Agreement shall become applicable, provided that if his employment terminated due to disability, he shall continue to receive the disability benefits set forth in paragraph 7 of the Prior Agreement. (B) If the Executive is terminated without Cause or terminates his employment for Good Reason, the Prior Agreement shall become null and void and this Agreement shall become applicable. The Executive shall continue to serve as a member of the Board of Directors of the Company (the "Board") for the remainder of his current term in office as a director. In the event the Merger Agreement is terminated or the transactions contemplated by the Merger Agreement are otherwise abandoned, this Agreement shall be null and void, except for clauses (A) and (B) of this Section 1, and Section 2.1(b) hereof.

Resignation Date. The If you comply with all of the terms of this Agreement, the Company will continue your employment with the Company until it terminates on September 10, 2021 (the “Resignation Date”); provided however, that you shall cease serving as the Company’s Chief Financial Officer effective on the date that the Company’s new Chief Financial Officer commences employment with the Company (the “New CFO Start Date”) if the New CFO Start Date occurs before the Resignation Date (or on any earlier date upon written communication to you by the Company’s Chief Executive Officer in his sole discretion). During the remainder of your employment with the Company you will continue to be paid your current base salary and you will receive all employee benefits to which you are entitled (except as otherwise expressly provided herein) You understand and agree that your resignation of employment with the Company at any time up to and including the Resignation Date shall resign from his not constitute a resignation for “Good Reason” (as that term is defined in the Change in Control and Severance Agreement between you and the Company dated September 9, 2018 (the “CIC and Severance Agreement”)), a copy of which is attached hereto as Exhibit A. For clarity, the Company agrees that, provided you do not resign, breach the terms of this Agreement, or are terminated by the Company for “Cause” (as defined in the CIC and Severance Agreement) before the Resignation Date, you will remain employed with the Company until September 10, 2021 and entitled to be paid your base salary and participate in employee benefits programs in the ordinary course, and, further subject to the terms in Paragraph 4, you will be entitled to the Severance Benefits set forth in Paragraph 4. You agree that during the remainder of your employment with the Company you will perform your assigned job duties, including but not limited to, your duty to assist the Company as directed by the Company’s Chief Executive Officer with the transition of your responsibilities as the Company’s Chief Financial Officer, in a professional manner, in good faith and service as Deputy Chairman and Executive Vice President to the best of your abilities. You further agree that during the remainder of your employment with the Company, you will not engage in any conduct detrimental to the best interests of the Company and as an officer that you will comply with all Company policies and member procedures and all agreements between you and the Company. You agree that upon the commencement of the boards of directors employment of the Company's direct and indirect subsidiaries’s new Chief Financial Officer, effective as of you shall communicate only with the Effective Time (the "Resignation Date") of the closing of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") between CBS Corporation and following Company employees regarding any Company-related matters: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, the Company, dated as of September 6, 1999 (such date to be referred to herein as the "Interim Effective Date"). The Executive shall continue to serve in his capacity as Deputy Chairman ’s new Chief Financial Officer and Executive Vice President of the Company from the Interim Effective Date through the Resignation Date and agrees to use his best efforts on a full-time basis to assist the Company in consummating the transactions contemplated other individuals explicitly identified by the Merger Agreement. The employment agreement between the Company and the Executive, dated January 1, 1996, as amended (the "Prior Agreement"), shall continue to govern the terms of the Executive's employment until the Resignation Date, on which date the Prior Agreement shall become null and void; provided, however, that, following the Interim Effective Date, (a) the Executive's duties shall be modified by the immediately preceding sentence, (b) Section 2.1 (b) hereof shall govern payment of the Executive's 1999 bonus in lieu of paragraph 3(b) of the Prior Agreement and (c) Section 3 hereof shall replace paragraph 8 of the Prior Agreement. Notwithstanding anything to the contrary in this Agreement, if the Executive's employment terminates prior to the Resignation Date, the following shall be applicable: (A) If his employment terminates due to disability or death, he or his estate shall receive on and following the Resignation Date (except in the case of the 1999 bonus, which shall be paid on the date described in Section 2.1(b) hereof) the payments and benefits as set forth in Section 2, less any payments and benefits under the Prior Agreement in respect of such termination. At that time the Prior Agreement shall become null and void and this Agreement shall become applicable, provided that if his employment terminated due to disability, he shall continue to receive the disability benefits set forth in paragraph 7 of the Prior Agreementthem. (B) If the Executive is terminated without Cause or terminates his employment for Good Reason, the Prior Agreement shall become null and void and this Agreement shall become applicable. The Executive shall continue to serve as a member of the Board of Directors of the Company (the "Board") for the remainder of his current term in office as a director. In the event the Merger Agreement is terminated or the transactions contemplated by the Merger Agreement are otherwise abandoned, this Agreement shall be null and void, except for clauses (A) and (B) of this Section 1, and Section 2.1(b) hereof.